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B2B Invoice Terms and Conditions

Terms and Conditions of Sale: 

Unless otherwise agreed in writing by the seller these condition which supersede any earlier sets of conditions appearing in the Seller’s catalogues or elsewhere shall override any terms or conditions stipulated incorporated or referred by to the Buyer whether in the order or in any negotiations and to the extent permitted by law, all guarantees, warranties or conditions (including any conditions as to quality for fitness for any particular purpose) whether expresses or implied by statute common law or otherwise are excluded. Where the goods are sold under a consumer transaction (as defined by the consumer transaction (restriction on statements) order 1976) the statuary rights of the Buyer are not effected by these conditions. 


  1. Any price quoted by the Seller or compromised in the order is provisional only and will be varied upwards by the Seller to reflect increases in costs to the Seller (including without limitations costs of materials, labour, transport and services and fluctuations in currency exchange rates and any tax, duty, fee or charge imposed by any government or any authority) prior to delivery and the Buyer shall pay the increased price even if any delay in delivery is caused by the Seller.
  2. The Seller may suspend delivery of any item the price of which is increased until written acceptance of the amended price is received from the Buyer to the Seller.
  3. All prices shall be quoted, confirmed and invoiced in the currency of this order unless otherwise agreed by the Seller in writing.

Payment Terms 

Payment terms are as defined in your OC. The price is exclusive of VAT which shall be due at the current rate. The price shall be paid in full on or before the date stated on the relevant invoice (the due date). Divisibility Clause 

The order is divisible. Each delivery made hereunder shall be deemed to arise from a separate order and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with terms of payment provided herein, without reference to and notwithstanding any defect of default in delivery of any other instalment. 


If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 

  1. Cancel the contractor suspend any further deliveries to the Buyer
  2. Retain any payments on account already received under this or any other contract with the buyer.
  3. Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the right of 3% per month calculated on a day to day basis until the payment in full is made; and D. Charge the Buyer the cost of all expenses (including the costs of all labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation. Order Amendment and Cancellation

Cancellation of an order will only be accepted if the seller is notified in writing within 3 days of the date of the order and always before delivery or production of the goods if the order requires it. If cancellation is notified after the 3 days notice period the seller reserves the right to levy a cancellation fee up to the price of the full order. 

Retention of Title 

Upon delivery of the goods to the purchaser the risk therein shall pass but the seller shall remain the legal and beneficial owner of said goods until the purchaser/buyer has paid the seller in full.


  1. The goods will be properly packaged and secured in such a manner as to reach the destination in good condition under normal conditions of transport.
  2. The cost of all packaging will be paid for by the seller in full. 


Delivery shall be by means of road, air or post (unless it appears the buyer to be more suitable to deliver by another method). The cost of carriage will be paid by the buyer unless otherwise agreed with the seller. INCO Terms 

All goods sold by the seller are EXW where the buyer is responsible for the cost of shipping good from the seller’s distribution centre unless otherwise agreed with the seller. Where upon the buyer does not have a courier account the seller shall use their own courier account and charge the shipping coast to the invoice. 

Delivery Date 

  1. Any time or date for delivery named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay.
  2. Where a period is named for delivery and such a period is not extended by mutual consent in writing the buyer shall take delivery within that period.
  3. If no period is named for delivery then the period for delivery shall be within one month of the date when the seller shall give notification in writing to the buyer that the goods are available for delivery and the buyer shall take delivery within that period.


If for any reason the buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery, the seller may, if its storage facilities permit, store the goods (either in its own premises or those of a third party), safeguard them and take all responsible steps to prevent their deterioration until their actual delivery and the buyer shall be liable to the seller for the reasonable cost (including insurance) of its so doing which reasonable cost shall be added to the price, but in the event of such storage the seller may at any time give to the buyer notice that the seller deliver the goods so stored to the Buyer within several days of the receipt by the buyer of the said notice and if the buyer fails to accept delivery thereafter the buyer shall be deemed to have repudiated the contract. Risk 

  1. As from the date of dispatch of goods the seller’s premises or notification to the buyer that the goods are available for the buyer to take delivery (whichever is the sooner) the risk of any loss or damage to or deterioration of the goods and whatever costs shall be borne by the buyer.

Risk and Property 

  1. Notwithstanding delivery and the passing of risk in the goods, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other sums due to the seller by the buyer.
  2. Until such a time as the property in the goods passes to the buyer, the buyer shall hold the goods as the Seller’s fiduciary agent and Bailee, and shall keep the goods separate from those of the buyer and third parties and properly stored, protected and insured and identifies as the sellers property.
  3. Until such time as the property in the goods passes to the buyer, the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and if the buyer fails to do so

forthwith, to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods. 

  1. The buyer shall not be entitled to pledge to in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the Seller shall (without prejudice to any other right to remedy the seller) forthwith become due and payable.


The buyer shall reimburse the seller for the cost of any insurance which the seller at its sole discretion may arrange in respect of any of the goods during the whole or any part of the period from the date of dispatch by the seller until the date of payment to the seller of the full purchase price. Sale by Description 

  1. The description in the seller’s catalogue (if any) of the said goods have been given way of the identification thereof only and the use of such description shall not constitute a sale by description.
  2. Notwithstanding that a sample of the said goods has been exhibited to and inspected solely to enable the buyer to judge for her/himself the quality of the bulk and not so as to constitute a sale by sample under the contract. The buyer shall take the goods at his own risk as to their corresponding with the same sample.


  1. No condition is made to be implied or is in any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions. Notwithstanding that such purpose or conditions may be known or made known to the seller. If the goods are not manufactured by the seller then the buyer shall only be entitled to such benefits as the seller is entitled to under any contract under which the seller bought the goods in question (and only so far as the seller is able to assign such rights to the buyer ) and provided that the goods complained of are returned carriage paid to the supplier.
  2. Except in respect of death or personal injury caused by the seller negligence, the seller shall not be liable to the buyer by reason of any representations, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise, costs, expenses or other claims for consequential compensation (and whether caused by negligence of the seller, its employees or agents or otherwise) which arises out of or in connection with the supply of goods of their use or resale by the buyer)
  3. If within 14 days of actual delivery the goods containing a manufacturing fault or faults, the defective goods are returned carriage paid to the seller’s premise or where any valid claim is made in respect of any of the goods, the seller shall at its sole discretion replace or repair the goods (or the part in question) free of charge or, at its sole discretion, refund the buyer the price of the goods (or a proportionate part of the price), but the seller shall have no further liability to the buyer.
  4. Without prejudice to the above, in any event the entire liability of the Seller in respect of any claims made by the seller shall be limited to the price paid by the buyer for the relevant goods or the proceeds of any insurance policy received by the seller in respect of such liability (whichever the greater).

Intellectual Property

  1. The buyer is put on notice that KIND BAG is the owner of certain intellectual rights in the design of the goods and in the name KIND BAG.
  2. These rights may include registered and unregistered trademarks, copyright and design rights.
  3. The buyer hereby undertakes not to do or omit or do anything in relation with the goods which in the opinion of KIND BAG does or will adversely affect the reputation or goodwill in the name of KIND BAG

Force Majure 

In the event of war, invasion, act or foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, insurrection or military or usurped power, the seller shall be relieved of liabilities incurred under this contract wherever and to the extent of which the fulfillment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority, or from strikes, lockouts, shortages of labour, or materials, fire accident or earthquake, or destruction or breakdown of equipment, or any other acts of god or other cases (whether or not of a like nature) beyond the sellers reasonable control. 


If the buyer shall make default in or commit a breach of the contract or of any other of obligations to the seller, or if any distress or execution shall be levied upon the buyers property assets, or if the buyer makes a voluntary arrangement with his creditors or becomes subject to administration order (being an individual or firm) becomes bankrupt or (being a company) goes it liquidation (other than for the purpose pf amalgamation or reconstruction) or if a receiver appointed of any of the buyers property or assets, the seller shall have the right forthwith determine any contact then subsisting by written notice to the Buyer without prejudice to a claim or right the seller may otherwise make or exercise. 


Any disputes under the contract shall be referred to an arbitrator appointed by the parties or default of agreement by the president and her or their decision should be binding on the parties, a this shall be a submission to arbitration within the arbitration acts 1950 and 1979 or any statue modification thereof for the time being in force. 


These conditions and the contract shall be subject to and construed in accordance with English Law of Resale of Goods. 

The buyer undertakes with the seller that any goods supplied by the seller to the buyer shall resold either by the buyer or by any Sub-Purchaser by retail only through high quality outlets reported by the buyer to the seller in writing and if the seller so requested the buyer shall cease see through any outlets to which the seller objects. 


If any of these conditions is held by in any contempt authority to be invalid or unenforceable whole or in part, the validity of the other provisions of these conditioned and the remainder of provision in question, shall not be affected hereby.


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