Business to Business (B2B) Terms & Conditions of Sale

Effective Date: January 2026
Sealutions Marine Ltd | Registered in England & Wales No. 14660582

1. INTERPRETATION AND APPLICABILITY

1.1 Definitions: In these Conditions, "Seller" means Sealutions Marine Ltd. "Buyer" means the person, firm, or company purchasing Goods for the purposes of their trade, business, craft, or profession.

1.2 Application: These Conditions apply to all contracts for the sale of Goods by the Seller to a Buyer to the exclusion of all other terms and conditions, including any terms which the Buyer may purport to apply under any purchase order or confirmation of order.

1.3 Consumer Rights: These terms do NOT apply to Consumers (individuals acting for purposes wholly or mainly outside their trade, business, craft, or profession). Consumer sales are governed by our Standard Terms & Conditions.

2. BASIS OF SALE AND ORDERS

2.1 All orders are subject to acceptance by the Seller. No contract exists until the Seller issues a written Dispatch Confirmation or invoice.

2.2 Cancellation: No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by the Seller as a result of cancellation.

2.3 Bespoke and Special Procurement Goods: Where Goods are made to the Buyer's special order or specification, or where the Seller has specially procured stock in quantities exceeding standard inventory levels for a specific Buyer order, the Buyer shall have no right to cancel or return the Goods for any reason other than manufacturing defect.

3. PRICE AND PAYMENT

3.1 Price: The Price shall be the Seller’s quoted price. Unless otherwise agreed in writing, prices are Ex Works (EXW) and exclusive of VAT, packaging for export, and delivery charges.

3.2 Payment Terms: Unless credit terms have been agreed in writing, payment is due in full prior to dispatch.

3.3 Late Payment: If the Buyer fails to make any payment on the due date, the Seller shall be entitled to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate (under the Late Payment of Commercial Debts (Interest) Act 1998).

4. DELIVERY AND RISK

4.1 Delivery/Collection: Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises or at such other location as may be notified by the Seller (e.g., a third-party supplier's warehouse) at any time after the Seller has notified the Buyer that the Goods are ready for collection.

4.2 Risk: Risk of damage to or loss of the Goods shall pass to the Buyer immediately when the Goods are placed at the disposal of the Buyer at the named collection point (Ex Works). The Seller accepts no liability for the Goods during transit, including any transit between the collection point and the port of exit, regardless of whether the collection point is the Seller’s own premises or that of a third-party supplier.

4.3 Delivery Dates: Any dates quoted for delivery are approximate only. Time for delivery shall not be of the essence. The Seller shall not be liable for any delay in delivery of the Goods however caused.

5. RETENTION OF TITLE (ROMALPA CLAUSE)

5.1 Notwithstanding delivery and the passing of risk, legal and beneficial title to 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 goods agreed to be sold by the Seller to the Buyer for which payment is then due.

5.2 Until such 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 identified as the Seller’s property.

6. WARRANTIES AND RETURNS

6.1 Warranty: The Seller warrants that (subject to the other provisions of these Conditions) on delivery, the Goods shall be of satisfactory quality.

6.2 Manufacturer Warranty: Where the Goods are not manufactured by the Seller, the Seller will endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.

6.3 No Automatic Right of Return: The Buyer shall not be entitled to reject Goods or return them for credit unless they are defective. The Seller reserves the right to charge a restocking fee (typically 20%) for any discretionary returns agreed to in writing.

6.4 Return Shipping Costs: In the event of a warranty claim (whether for defect or non-conformity), the Buyer shall be responsible for all costs of returning the Goods to the Seller’s premises (or to a supplier’s address if directed by the Seller).

6.5 The Seller shall not be liable for any transport, packaging, insurance, or customs costs involved in returning Goods. If the Goods are found to be defective, the Seller’s liability is limited to the repair or replacement of the item and its redelivery to the original collection point (UK).

7. LIMITATION OF LIABILITY

7.1 Financial Cap: The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price of the Goods.

7.2 Excluded Losses: The Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill, or otherwise, in each case whether direct, indirect, or consequential.

8. STORAGE AND ABANDONMENT

8.1 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.

8.2 If Goods are not collected within 12 weeks of notification of readiness, the Seller reserves the right to dispose of, resell, or scrap the Goods. In such an event, any payments made by the Buyer will be forfeited and not refunded.

9. ADDITIONAL TERMS FOR INTERNATIONAL / EXPORT SALES

The following terms apply specifically to sales where Goods are supplied for export from the United Kingdom.

9.1 Incoterms and Risk

Unless otherwise agreed in writing, Goods are sold on an EXW (Ex Works) [Named Collection Point] basis (Incoterms® 2020).

Collection Point: The "Named Collection Point" shall be the address specified on the Seller's invoice or Dispatch Confirmation (which may be the Seller’s Chichester facility or a third-party supplier's UK premises).
Transit Liability: The Buyer is responsible for all transit risk and insurance from the moment of collection, including the inland UK transport leg from the collection point to the port of exit.

9.2 Export Packaging

Standard pricing includes basic packaging for UK road transport only. The Buyer is solely responsible for requesting and funding "Export Packing" (e.g., ISPM15 pallets, crating). The Seller accepts no liability for damage resulting from insufficient packaging for international freight where Export Packing was not requested.

9.3 VAT and Proof of Export

(a) UK VAT is charged by default on "Indirect Exports" (where the Buyer arranges transport).
(b) The Seller will only refund the VAT portion if the Buyer provides valid "Official or Commercial Evidence of Export" (e.g., S8/Departure Message, Bill of Lading, Airway Bill) within 90 days of the payment date.
(c) If valid evidence is not provided within 90 days, the VAT will be paid to HMRC and will no longer be refundable.

9.4 International Warranty (Return to Base)

Warranty coverage is strictly "Return to Base" (RTB). The Buyer must return the Goods to the Seller’s Chichester facility or to an alternative UK address nominated by the Seller (e.g., manufacturer's repair center).

The Buyer is responsible for all costs associated with returning Goods to the UK (including freight, insurance, and UK import duties).
The Seller is not liable for international engineer travel, vessel slipping fees, or any on-site labor costs at the Buyer's location.

9.5 Refunds

In the event of a refund due to cancellation or administrative failure (e.g., failure to sign the contract):

The refunded amount will be net of all banking charges (both inbound and outbound) and a £50.00 administrative fee.
All refunds will be processed in GBP (Pounds Sterling). We accept no liability for loss due to exchange rate fluctuations.

9.6 International Payments and Bank Fees

All payments for international transactions must be received by the Seller in full, exactly matching the total amount specified on the Seller's quotation or invoice. The Buyer is solely responsible for any and all bank charges, international bank transfer fees, intermediary bank fees, and currency conversion costs associated with the payment.

When executing an international bank transfer (such as a SWIFT payment), the Buyer must instruct their bank that all charges are to be borne by the sender (typically by selecting the "OUR" charge instruction code).
The Seller reserves the right to withhold the dispatch of Goods until any shortfall caused by deducted banking or transfer fees is paid in full by the Buyer.

10. GENERAL PROVISIONS

10.1 Severability: If any court finds any provision of this Contract invalid or unenforceable, the rest of the Contract shall remain in full force and effect.

10.2 Waiver: A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise a right or remedy shall not waive that or any other right or remedy.

10.3 Force Majeure: The Seller shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control (e.g., war, terrorism, riot, government regulation, natural disaster, or supply chain failure).

10.4 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, warranties, and understandings (including the Seller's General Website Terms of Sale).

11. GOVERNING LAW

11.1 This Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

11.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.