Terms and Conditions

1. DEFINITIONS

 

• 1.1 Buyer means the person whose name and address appears on the order form.

 

• 1.2 Conditions means the terms and conditions herein.

 

• 1.3 Seller means Bluefuse Fireworks of Lehi, UT

 

1.4 Goods means those cases of fireworks more particularly requested by the buyer on the order form.

 

2. GENERAL

• 2.1 The following are the sole conditions under which seller is prepared to enter into any transaction with buyer. They are to be read subject to any express provisions of any written contract between buyer and seller signed by duly authorised agent of seller. Insofar as there is any difference from or variation of these conditions by any conditions which would otherwise be implied or which are conditions customary in the trade or which are conditions which buyer might in the absence of these conditions impose these conditions shall be paramount. These conditions together with any written contract signed by seller constitute the entire bargain between seller and buyer. That bargain may be varied only by a written agreement signed by seller. Seller shall not be deemed to accept other conditions nor to waive any of these conditions by

 

• 2.1.1 failing to object to provisions contained in any purchase order or other communication from buyer or

 

• 2.1.2 knowledge of buyer’s usual trading conditions.

 

• 2.1.3 any concession latitude or waiver allowed by seller at any time.

 

2.1.4 signing any acknowledgement or order or any other form submitted to seller by buyer.

 

3. PASSING OF RISK

• 3.1 The risk in goods and packages shall pass to buyer when the goods have left the business premises of the seller from where the goods were dispatched and seller shall not have any responsibility in respect of the safety of the goods thereafter. Accordingly buyer should insure the goods against all risks

 

• 3.2 Where goods are sold f.o.b. or c.i.f. all risk of loss or damage in transit shall pass to buyer when goods placed on board notwithstanding that the property in the goods may not have passed to buyer and seller shall be under no obligation to give buyer notice specified in section 32(3) of Sale of Goods Act 1979.

 

3.3 The goods are sold subject to the Explosives Act 1875 and the Health and Safety at Work Act 1994 and any statutory re-enactment or modification thereof (the “Regulations”)

 

4. PASSING OF PROPERTY

• 4.1 In this clause “payment in full” means payment of or crediting by seller of buyer with the full price of the goods together with all consequential expenses for which buyer is liable including (without limiting the generality of the foregoing) storage charges freight charges customs dues bankers’ charges and expenses in connection with bills of exchange and recovery of goods “the relevant event” means the moment when payment in full has not been made and

 

• 4.1.1 any part of such payment is overdue or

 

• 4.1.2 buyer shall become bankrupt or

 

• 4.1.3 (if buyer is a limited company) the directors of buyer shall resolve to wind up buyer or the liquidation of buyer shall be commenced or

 

• 4.1.4 a receiver is appointed of any part of the property of buyer or distress is levied on any goods in possession or control of buyer or

 

• 4.1.5 any part of any amount due in respect of other goods sold by seller to buyer is overdue or

 

• 4.1.6 buyer shall have wrongfully refused or neglected to take delivery of goods or of other goods sold by seller to buyer or

 

• 4.1.7 the value of goods delivered but not paid for exceeds buyer’s credit limit with seller and seller has given written notice to buyer of such limit or

 

• 4.1.8 buyer makes default in or commits any breach of any of its obligations to seller or

 

• 4.1.9 buyer is involved in any proceedings in which its solvency is involved or impugned or is deemed to be unable to pay its debts

 

• 4.1.10 buyer ceases or threatens to cease to trade or serious doubts arise as to buyer’s solvency

 

• 4.2 The property in the goods shall remain in seller until payment in full; provided that in the event of buyer becoming insolvent seller may at any time thereafter by notice in writing to the trustee or liquidator of buyer elect to transfer the property in any of the goods to buyer and to prove for the amount owing by buyer in respect of those goods

 

• 4.3 In the relevant event without prejudice to any other rights seller may have buyer shall cease to be in possession of the goods with the consent of seller and seller may recover or re-sell the goods or any of them and may enter upon any premises owned or occupied or used by buyer or any other premises where the goods are in order to recover the goods

 

• 4.4 So long as the goods are within the possession or control of buyer until payment in full:

 

• 4.4.1 Buyer shall be deemed to be the fiduciary bailee of the goods until payment in full

 

• 4.4.2 Buyer shall store the goods separately from any other goods in buyer’s possession or control and in such a manner as shall render the goods readily identifiable as the property of seller whether by serial number or otherwise

 

• 4.4.3 Buyer shall at its own expense insure the goods with a reputable insurance company against usual perils including fire, explosion, water, damage, theft, aircraft, malicious damage and impact.

 

• 4.5 In the event of sale or other disposal or dealing with the goods by buyer before payment in full

 

• 4.5.1 Seller shall be entitled to the proceeds of such sale disposal or dealing

 

• 4.5.2 Buyer shall pending transmission of any such proceeds to seller place the same in a separate account under such title or description as shall identify such proceeds as being held on account of and in trust for seller

 

• 4.5.3 Buyer shall at the request of seller do all things necessary to assist seller to recover any proceeds of such sale disposal or dealing receivable by or to the account of buyer.

 

• 4.6 Nothing in or to be implied from this clause shall constitute buyer an agent for seller with regard to any sale or attempted sale or other disposal or dealing with the goods as regards any third party and buyer has no right or authority to make any representations or warranties or give any descriptions of the goods so as in any way to bind seller other than as previously agreed by seller in writing

 

4.7 If buyer incorporates any of the goods in other goods or if any of the goods are admixed with other goods, the property in the whole of such other goods shall become and shall be deemed to be the sole property of seller until payment in full and buyer shall upon request despatch to seller by recorded delivery post a written acknowledgement that such other goods are the property of seller and shall store such other goods separately from any other goods of buyer.

 

5. QUOTATIONS AND ORDERS

• 5.1 Seller may reject or amend an order by written notice to buyer within 30 days of receipt of order in which case seller has no liability to buyer other than for any part of an order which seller is prepared to supply

 

• 5.2 Where goods are ordered for immediate delivery seller’s invoice is the order confirmation

 

• 5.3 Unless otherwise specified quotations may be withdrawn at any time and are subject to confirmation at the time of acceptance

 

• 5.4 The acceptance of an order must be accompanied by clear and sufficient information to enable seller to proceed immediately with manufacture and/or supply of the goods and reasonable and timely co-operation thereafter failing which seller reserves the right to reasonably amend despatch dates and quoted prices to cover any reasonable increase in costs which have taken place since acceptance or due to buyers omissions or delay in supplying such information or co-operation

 

5.5 Seller is not obliged to regard a letter of intent as acceptance of an order and is not obliged to commence manufacturing upon receipt of a letter of intent.

 

6. SELLER’S TITLE AND OTHER SUPPLIERS

6.1 It is the intention of seller and buyer that seller will transfer only such title as it may have in the goods and subject to any terms on which seller acquired them. Seller will upon request supply buyer with details of any known exclusion restriction or limitation.

 

7. NOTIFICATION OF LOSS OR DAMAGE TO GOODS

• 7.1 Buyer is responsible to check goods prior to signing the carrier’s delivery note

 

• 7.2 No qualification on the carrier’s delivery note has any effect unless agreed and signed as correct by the carrier’s driver at the time of delivery

 

• 7.3 Buyer must advise the carrier and seller and buyer’s insurers in writing (otherwise than by a qualified signature on the carrier’s delivery note) within the following time limits:-

 

• 7.4 Partial loss or damage to any separate part of consignment within 48 hours of delivery of the consignment or part consignment

 

• 7.5 Non-delivery of whole or part of consignment – US sales within 7 days of receipt of despatch note or invoice whichever is the earlier – sales outside US within 21 days of receipt of packing list despatch note or invoice whichever is the earlier.

 

• 7.6 It is a condition precedent to the consideration of any credit or allowance that buyer deals with seller promptly and frankly and the goods are returned suitably packed by buyer to seller at buyer’s expense and that buyer complies strictly with the provisions of this condition

 

7.7 Failure to make a claim within such time limits and of which limits time shall be of the essence except where buyer is reasonably unable to so comply shall constitute unqualified acceptance of goods and a waiver by buyer of all claims relating to loss damage non-delivery or error in quantity number weight or volume of goods delivered.

 

8. NON-DELIVERY & VARIATIONS IN QUANTITY

• 8.1 All orders are subject to availability of stock

 

8.2 Seller shall not be responsible to buyer in any respect if seller is unable to deliver due to unavailability of stock or due to its allocation to other customers

 

9. SUSPENSION OR CANCELLATION OF CONTRACTS

9.1 Upon the happening of the relevant event as defined in clause 4 hereof seller shall immediately become entitled (without prejudice to its other claims and rights) to suspend further performance of contracts for such time as it shall in its reasonable discretion think fit or if seller reasonably so considers to treat all or any contracts as wrongfully repudiated by buyer and forthwith terminate all or any contracts. Seller will notify buyer in writing of the exercise of its option to suspend or terminate contracts as the case may be.

 

10. QUALITY AND PURPOSE

• 10.1 Goods supplied are warranted to be within normal limits of industrial quality for such goods. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded

 

• 10.2 The liability of seller for breach of this warranty (or for any other claim based on any defect ion the goods) is limited to giving buyer a reasonable credit or allowance in respect of the goods but in no circumstances will seller’s maximum liability exceed the net invoice value of the defective goods

 

• 10.3 Where work is performed or goods are offered and supplied by seller in accordance with buyer’s instructions no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or work performed or that they will be suitable for any particular purpose or use under any specific conditions notwithstanding that such purpose or conditions may be known to seller

 

• 10.4 Seller shall not be liable for

 

• 10.4.1 adverse effects resulting from storage or any process operation or treatment thereto

 

• 10.4.2 any goods which have been processed in any way by buyer or damaged after the risk in the goods has passed to buyer

 

• 10.4.3 any expenditure incurred by buyer in respect of goods proved or alleged to be defective unless seller has previously agreed in writing to be so liable

 

• 10.4.4 loss of profit or consequential loss of any kind to buyer however caused

 

• 10.5 Goods may only be returned to seller if so agreed by seller in writing and seller’s reasonable certificate as to the quantity of returned goods received by it shall be final and binding

 

• 10.6 Where a complaint or claim has been made in respect of goods proved or alleged to be defective seller may at its option either

 

• 10.6.1 cancel all existing contracts at any time or

 

• 10.6.2 suspend further deliveries of goods under any contract until the validity and amount of such complaint or claim has been finally determined and in any such event the applicable delivery date(s) shall be postponed accordingly without liability by seller to buyer

 

10.7 Complaints as to quality can be considered only if written notice is given to seller immediately buyer is aware of the defect and provided the defective goods are placed aside for inspection by seller or at seller’s option returned initially or buyer pays seller’s costs of travelling and inspection. If the goods are later proved to be defective seller shall be liable to buyer for the cost of returning the goods at buyer’s expense. No liability shall attach to seller hereunder unless and until this procedure has been strictly carried out.

 

11. WARRANTY

11.1 The buyer warrants that the premises comprised within the delivery address comply with the Regulations for which purpose the buyer indemnifies the seller for any liability arising from a breach thereof

 

12. CANCELLATION OR NON-PAYMENT

12.1 If buyer purports to cancel a contract or refuses to accept delivery of goods hereunder buyer is liable to seller for a sum equal to the seller’s loss or a sum equal to 10% of the net value of the goods whichever is higher

 

13. DELIVERY

• 13.1 Delivery date means the date upon which the goods are required for delivery, quoted on the order form and all deliveries must be taken up by such delivery date

 

• 13.2 Unless otherwise specifically agreed in writing seller may effect delivery of the goods by whatever means seller thinks most appropriate

 

• 13.3 The indicated delivery date specified in the contract is a genuine forecast in the light of current conditions but is given without legal commitment and accordingly so far as concerns delivery time shall not be of the essence.

 

• 13.4 Seller reserves right to make delivery by instalments but no default or failure by seller in respect of any instalment shall vitiate the contract; buyer shall make payment according to invoice notwithstanding any request by buyer to postpone delivery.

 

• 13.5 Seller may deliver goods in advance of the quoted delivery date on giving reasonable notice to buyer

 

• 13.6 If seller fails to deliver the goods for any reason other than beyond seller’s reasonable control or buyer’s fault and seller is liable to buyer, seller’s liability is limited to the excess (if any) of the cost to buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.

 

13.7 Where goods are delivered outside the United Kingdom buyer is responsible for complying with any legislation or regulations governing the importation of goods into the country of destination and for payment of any duties thereon.

 

14. DELIVERY CHARGES

• 14.1 Any increase in delivery charges imposed on seller after the date of order shall be to buyer’s account

 

14.2 Where additional delivery storage or other costs are incurred to meet buyer’s requirements such additional costs will be charged to buyer including, for clarification, a situation where the goods can only be delivered to the buyer in multiple deliveries.

 

15. PAYMENT

• 15.1 Time of payment shall be of the essence

 

• 15.2 Unless otherwise stated in writing by seller all accounts are due at delivery date, and are not subject to discounts save such discounts agreed between seller and buyer and stated on the order form. All discounts are conditional on the invoice being paid in full on the due date. If payment is not so made then no discount shall apply and the full amount of the goods shall be payable.

 

• 15.3 If buyer fails to pay an invoice on the due date then seller may charge in addition to the amount shown on the invoice:

 

• 15.3.1 interest (both before and after any judgement) on the amount unpaid at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 (which at present is 8% per annum above the official dealing rate) from the date of payment

 

• 15.3.2 an administration fee of $30 per month or part month from the date of the invoice until the date of payment

 

• 15.3.3 the cost of time spent pursuing payment and any travelling expenses incurred and the amount of all legal costs incurred by seller in connection with recovery of the whole or any part of the monies due to seller (on a full indemnity basis) whether or not proceedings are commenced or costs can be awarded by the court.

 

• 15.4 No time or indulgence allowed by seller shall prejudice any right or remedy which seller may have hereunder

 

• 15.5 Where goods are to be delivered by instalments payment for each instalment shall be a condition of delivery of subsequent instalments

 

• 15.6 LOSS IN RATES OF EXCHANGE AND PRICE VARIATION

 

• 15.7 If a contract is entered into at a price in any currency other than English sterling and any decline in the value of such currency as compared with English sterling takes place between the date when the contract is made and the date or dates upon which the payments are due buyer shall pay to seller an additional amount equivalent to any exchange loss incurred by seller by reason of such decline

 

• 15.8 Value added tax and any other taxes applicable will be charged in accordance with legislation in force at the appropriate time

 

15.9 Until an order has become binding on seller all prices are subject to change without prior notice

 

16. TRADE MARKS

16.1 Buyer accepts an obligation to seller that none of the trade marks applicable to the goods shall be used whether in the United States or abroad in any manner not approved by the appropriate registered proprietor and that the same shall not be used as aforesaid in relation to any of the goods supplied after they have been processed or treated in any manner disapproved by the appropriate registered proprietor and buyer will indemnify seller accordingly

 

17. COPYRIGHT

• 17.1 Copyright in all works documents drawings and designs (whether unregistered design right or rights in designs capable of registration) (including databases) prepared by buyer or seller and in any works executed from those documents drawings and designs shall unless previously specifically agreed in writing remain the property of seller

 

• 17.2 Buyer shall be entitled as licensee to use works documents drawings and designs produced by seller but only within the scope of the agreement as to these as being between seller and buyer

 

• 17.3 Seller does not warrant that it has copyright in all works documents drawings and designs as this may be vested in artists photographers and others commissioned or subcontracted by seller

 

17.4 If buyer reproduces seller’s design without such consent buyer agrees to pay seller 2″% of seller’s reasonable estimate of the higher of the cost or sale price of the works or goods referred to in the documents or drawings

 

18. SELLER’S LIEN

18.1 Any goods delivered to or in the custody or control of seller are subject to a lien upon them for the general balance of account and all liabilities of any kind whatsoever owed to seller by buyer and a sufficient quantity of them may be sold and the proceeds credited against such balance of account if the amount due is not paid within 21 days of notice being given by seller to buyer of the intention to sell. If any sum remains after such credit it shall be paid to buyer less any incidental expenses incurred in the selling of the goods

 

19. FORCE MAJEURE

19.1 Seller may suspend deliveries totally or partially without any liability to buyer for failure to deliver or delay in delivery during any period in which it is prevented from or hindered or delayed in manufacturing supplying or delivering by normal route or means of delivery the goods of the description covered by contracts through any circumstances outside the control of seller including but not limited to wars fires strikes lockouts accident reductions in or unavailability of power or other services at manufacturing plant breakdowns of plant or machinery or shortage or unavailability from normal sources or routes of supply of raw materials or governmental action and where the goods are to be or are being supplied through seller from any other manufacturer or supplier whether within or outside the US in the event of a reduction or cessation in the availability of the said goods or any materials or services involved in their manufacture supply or delivery for any reason whatsoever beyond the reasonable control of the said manufacturer or supplier

 

20. PROPER LAW AND JURISDICTION

20.1 All disputes arising out of or in connection with the contract shall be governed by Utah stat law and buyer accepts the jurisdiction of such court whether in Utah or elsewhere as seller may nominate

 

21. NOTICES

21.1 Any notice shall be in writing and may be served by prepaid first class letter post delivery or facsimile to the last known address of the appropriate party. Services shall be deemed to be effective 24 hours after delivery by post, upon receipt after delivery and instantaneously by facsimile.

 

22. GOODS ON SALE OR RETURN

• 22.1 No goods are delivered on sale or return unless specifically stated by seller in writing

 

• 22.2 If goods are delivered to buyer on a sale or return basis

 

• 22.2.1 buyer shall at its own expense insure the goods against fire explosion water damage theft aircraft malicious damage and impact and shall be responsible for any damage to the goods howsoever caused until such goods have been either sold to a third party or re-delivered to seller

 

22.2.2 Seller shall be entitled at any time to have such goods checked and to demand their return to seller or their despatch to any third party nominated by seller.

 

Bluefuse Fireworks, LLC.
2391 West 700 North • Lehi, UT 84043