- Definitions. In these Conditions the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 22.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer: the person or firm who purchases the Products from the Supplier.
Force Majeure Event: has the meaning given in clause 16.
Order: the Customer’s order for the Products as set out in the Customer’s purchase order form.
Products: the Products (or any part of them) set you in the Order.
Supplier: Silvertown Health Distribution.
- Definitions. In these Conditions the following definitions apply:
Information about us
- The Supplier operates the websites www.silvertownhealth.co.uk and www.uktradesupplements.com, either and/or both of which (as the context permits) shall be referred to as “our site” for the purposes of these terms and conditions.
- By placing an Order, you confirm that you have the authority to bind any business on whose behalf, you use our site to purchase Products.
How the contract is formed between you and us
- These Conditions apply to the Contract to the exclusion of any of the terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
- The Contract between us will only be formed once payment in full has been made on the proforma invoice we send you.
- The Contract will relate only to those Products paid for in the Proforma Invoice. The Supplier will not be obliged to supply any other Products which may have been part of the quote.
- The Contract constitutes the entire agreement between the parties. The Customer acknowledges that he has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
- The images of the Products on our site are for illustrative purposes only. The Products may vary slightly from those images and all Products shown on our site are subject to availability. We will inform you by email as soon as possible if the Products you have ordered are not available and we will not process your order if made.
- It is important that you provide an accurate and valid email address in order that the Supplier is able to contact you and so that we are able to accept your order. You must also ensure that if this address and/or your delivery address changes between submitting an Order and delivery of the Products by the Supplier to the Customer you must advise us of the new address(es). The Supplier will not be responsible for failure to perform under these terms and conditions where such failure is attributable to a change of address.
- A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty Days from its date of issue.
Cancellation of order rights
- To cancel an Order, you must inform us in writing. If you have already made payment its at the Suppliers absolute discretion if any refund will be applicable.
Availability and delivery
- The Supplier shall ensure that:
(a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products, special storage instructions (if any) and if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier that fact is clearly stated on the delivery note.
- The Supplier shall deliver the Products to the location as set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready.
- Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If the Supplier failed to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If the Customer fails to take delivery of the Products within three Business Days of the Supplier notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with his obligations under the Contract:
(a) delivery of the Products shall be deemed to be have been completed at 9.00am on the third Business Day after the day on which the Supplier notified the Customer that the Products were ready; and
(b) the Supplier shall store the Products until the delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
- If we are unable to supply you with any Products, for example because the Products are not in stock or no longer available or because of an error in the price on our site as referred to at clause 8.6 we will inform you of this by email and we will not process the Order. If you have already paid for the Products, we will refund the full amount as soon as possible.
- The Supplier shall ensure that:
Risk and title
- The risk in the Products shall pass to the Customer on completion of delivery.
- Title to the Products shall not pass to the Customer until the Supplier has received payment in full (in clear funds) for the Products.
- Until title to the Products has passed to the Customer, the Customer shall:
(a) hold the Products on a fiduciary basis as the Supplier’s bailee;
(b) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as the Supplier’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(d) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 23; and
(f) give the Supplier such information relating to the Products as the Supplier may require from time to time.
but the Customer may resell or use the Products in the ordinary course of his business.
- If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 24, or the Supplier reasonably believes that any such event is about the happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and within limited any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
Price and payment
- The price of the Products shall be the price set out in the Quote, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery. All prices quoted will be valid for 30 working days. Quotes will be shown in GBP sterling or Euro. We take all reasonable care to ensure that the price of the Products are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of the Products you ordered please see clause 8.8.
- The price of the Products is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products. Unless specified otherwise all quotes will include applicable VAT at the current UK rate when quoted for delivery within the EU. If the Customer has a valid VAT registration number there will be no VAT charged subject to the Customer confirming their VAT number. If delivery is outside of the EU no VAT will be charged at any time and no VAT registration number is required.
- Products are subject to availability. In the unlikely event that we are unable to supply the Products, we will inform you of this as soon as possible and before payment is made. A full refund will be given where you have already paid for the Products in this event.
- The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a.i) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(a.ii) any request by the Customer to change the delivery date(s),
quantities or types of Products ordered, or the Specification; or
(a.iii) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- The Customer shall pay the invoice in full and in cleared funds . Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
- The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedure so that:
(a) where the Products’ price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as miss-pricing, we do not have to provide the Products to you at the incorrect (lower) price; and
(b) if the Products correct price is higher than the price stated on our site, we will contact you by email as soon as possible to inform you of this error and will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided in the order process, we will treat your order as cancelled and notify you in writing.
Our refunds policy
- If you return Products to us:
For instance, because you consider that the Product is defective, we will examine the returned Products and will notify you of any refund via email within a reasonable period of time. We will usually process the refund if agreed by the Supplier due to you as soon as possible and, in any case, within 20 Working Days of the day we confirmed to you via email that you were entitled to a refund. The Supplier will refund the price of defective Products in full, any applicable delivery charges and any reasonable costs that the Customer incurs in returning the item to us. If the Products were delivered to you must return the Products to us as soon as is reasonably practicable, unless the Products are defective you are responsible for the cost of the Products to us and you will have the legal obligation to keep the Products in your possession and to take reasonable care of the Products whilst they are in your possession.
- The Supplier will usually refund any money received from the Customer using the same method originally used by you to pay for your purchase.
- If you return Products to us:
- We warrant to you that any Products purchased from us through our site will, on delivery, conform in all material respects with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
- The warranty in clause 10.1 does not apply to any defect in the Products arising from wilful damage , abnormal storage or working conditions, accident, negligence by you or by any third party or if you fail to use the Products in accordance with the user instructions.
- Subject to clause 11.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products.
- Subject to clause 11.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits;
(d) loss of anticipated savings;
(e) loss of data; or
(f) waste of management or office time.
- Nothing in this agreement excludes or limits our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Products Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
- Except as expressly stated in these Conditions we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which may be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
- If you order Products from The Supplier for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
- The Customer must comply with all applicable laws and regulations for the Products in which the country are destined to be delivered outside of the UK. We will not be liable for any breach by you of any such laws.
- Customs – If an order outside of the UK is made we cannot be held responsible for any delay or restrictions by the Customs regulations of the said country. It is the Customer’s responsibility to ensure the product can be legally delivered and purchased in the Customer’s country of delivery. Please contact your local customs office for further information before placing your order.
- As standard the Supplier will supply with orders within the EU a commercial invoice. Outside of the EU the Supplier will supply orders with a Certificate of Origin and a Commercial Invoice as standard. It is the responsibility of the Customer to identify & confirm to the Supplier which other documents are required for legitimate entry into the country of destination before we dispatch the Products.
- If a health document/certificate is required the Customer must confirm which UK Department they need it from for legitimate entry into the country of destination.
Overseas Product Labelling – Regulations
- The Supplier will not be liable for losses or breach in regulation that result from failure to comply with food regulations or product label regulations within the Country of delivery/destination. The Supplier will email with proforma invoice the product label for the Customer to approve and accept as correct for the Country of delivery/destination. It is the Customer’s responsibility at all times to confirm label and food regulations in the country of delivery / destination. All product labels will be in English unless otherwise agreed by Supplier and Customer.
- Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
- If you are a business, please note that any notice given by you to us, or by us to you will be deemed received and properly served 24 hours after and email is sent. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and in the case of an email that such email was sent to the specified email address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- All notices given by you to us must be given to Silvertown Health at firstname.lastname@example.org or in writing to our trading address noted on our trade website. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in clause 12 above.
Transfer of rights and obligations
- The Contract is between you and us. No other person shall have any rights to enforce any of its terms (whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.
- You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
- We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Conditions.
Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
- A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; and
(f) the acts, decrees, legislation, regulations or restrictions of any government.
- Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
- We recommend that any user of our Products consult with their doctor before starting any physical exercise and/or dietary or supplement programme.
- Any information and the Products obtained from our site and/or our organisation should not be taken as medical advice for any reason. The information is not intended to replace advice given by a doctor. No claim or opinion is intended to be, nor should it be construed to be medical advice.
- The information and Products on our site is not intended to diagnose, treat or cure any disease and are not a guide for self-diagnosis and/or treatment.
- We do not accept responsibility for the use or misuse of the information and Products.
- We have tried to ensure that information provided on our site is accurate. However, neither we, nor any third parties, provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on our site for any particular purpose. The content of our site is for your general information and use only.
- You acknowledge that information and materials found on our site may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. We do not accept liability for any loss (direct, indirect or consequential) which may arise from reliance on information contained on our site or in respect of any error or omission. Your use of any information or materials on our site is entirely at your own risk, for which we shall not be liable. Except as expressly provided for elsewhere in these terms and conditions, it shall be your own responsibility to ensure that any Products, services or information available through our site meet your specific requirements.
- From time to time our site may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse those websites. We have no responsibility for the content of any linked websites.
- You may not create a link to our site from another website or document without our prior written consent.
- The contents on our site is provided for general information only. It is not intended to be advice on which you should rely. You should always obtain professional and specialist advice before taking, or refrain from, any action on the basis of the content of our site.
- We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for securing your information technology, computer programmes and platforms in order to access our site. You should use your own virus protection software.
- If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
- A waiver by us of any default will not constitute a waiver of any subsequent default.
- No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 above.
- If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
- We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
- Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
- Nothing in this clause 21 limits or excludes any liability for fraud.
Our right to vary these terms and conditions
- We have the right to revise and amend these Conditions from time to time to, without limitation, reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
- You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven (7) business days of receipt by you of the Products).
Law and jurisdiction
- Contracts for the purchase of Products from the Supplier and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
Customer’s Insolvency or Incapacity
- If the Customer becomes subject to any of the events listed in clause, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
- For the purposes of clause 24.2, the relevant events are:
(a.iv) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(a.v) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer];
(a.vi) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(a.vii) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(a.viii) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within  days;
(a.ix) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(a.x) (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(a.xi) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(a.xii) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 24.2 (d) to clause 24.2 (k) (inclusive);
(a.xiii) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(a.xiv) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(a.xv) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
- Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.