Terms and Conditions of Sale
‘Customer' means the person or organisation accepting the company's quotation (whether written or oral) embodying these terms.
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) these include any special terms and conditions agreed in writing between the Customer and Solstice Distribution Limited;
‘Contract' means the purchase and sale of the Goods between the Customer and Solstice Distribution Limited which is governed by these standard Terms and Conditions and, if applicable, any further supplemental terms (as advised by Solstice Distribution Limited from time to time) and which may be varied only by writing signed by the duly authorised representatives of the Customer and Solstice Distribution Limited.
‘DOA’ means Dead on Arrival or Defective on Arrival.
‘Goods' means all articles including any instalment of the Goods or any parts for them sold to the Customer including replacements for defective goods and any services offered and supplied by Solstice Distribution Limited.
‘Seller’ means Solstice Distribution Limited (registered company number 12372618) with registered offices at Unit 2 Foley Works, Foley Trading Estate, Hereford HR1 2SF. Solstice Distribution Limited’s VAT number is GB 350769777.
‘Special Order Products’ means non-cancellable non-refundable Products that are not part of Solstice Distribution Limited’s normal stock list and which have been ordered specifically by the Customer or products that have been configured or bespoke built to the Customer’s specifications.
‘Supplier’ means any Vendor partner or any other Supplier to the Seller for onward distribution to the Customer.
‘Third Party’ means a third party who provides services on behalf of Solstice Distribution Limited but who is not controlled by Solstice Distribution Limited.
‘Website’ means Solstice Distribution Limited’s website at www.solsticeav.com.
‘Working days’ means Monday to Friday excluding any bank holiday.
2.0 Basis of Sale
It is a condition precedent of the Contract that the Customer is acting solely on behalf of a commercial entity. This may include sole traders and partnerships but in no event consumers or private individuals who intend to purchase Goods for personal use. The Customer represents and warrants that s/he is acting solely on behalf of such a commercial entity.
To order Goods the Customer must be at least 18 years of age.
English is the only language offered for the conclusion of a Contract with a Customer.
Solstice Distribution Limited will treat each order for Goods as an offer by the Customer to purchase the Goods on the terms set forth in these Conditions subject to Solstice Distribution Limited’s acceptance or rejection of that offer.
The Customer is advised to read these Conditions carefully and retain a copy for future reference. The Customer’s submission of an order indicates the Customer’s acceptance of these Conditions as the terms of the Contract. No variation to these Conditions can be made unless agreed in writing and signed by the duly authorised representatives of the Customer and Solstice Distribution Limited respectively.
The Customer should review the Conditions prior to placing each order as Solstice Distribution Limited may modify Conditions from time to time. The version of Conditions posted on Solstice Distribution Limited’s website at the time the Customer places an order will apply to that order unless otherwise agreed in writing and signed by duly authorised representatives of the Customer and Solstice Distribution Limited respectively.
Solstice Distribution Limited’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Solstice Distribution Limited. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations that are not so confirmed.
Any advice or recommendation given by Solstice Distribution Limited or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Solstice Distribution Limited is followed or acted upon entirely at the Customer’s own risk, and accordingly Solstice Distribution Limited will not be liable for any such advice or recommendation which is not so confirmed.
Any typographical, clerical or other error or omission in any sales collateral, quotation, price list, acceptance of offer, invoice or other document issued by Solstice Distribution Limited either in hard copy or any electronic medium will be subject to correction without any liability on the part of Solstice Distribution Limited. Solstice Distribution Limited will take all reasonable steps to bring any such correction to the Customer’s attention.
Solstice Distribution Limited will retain an electronic and paper copy of these Conditions and of each order accepted by Solstice Distribution Limited in either electronic or paper format for a period of one year after receipt of that order.
All orders from the Customer accepted by Solstice Distribution Limited are subject to these Terms and Conditions of Sale which will be deemed to be incorporated into the Contract. By the placement of an order (by whatever means) the Customer will be deemed to have acknowledged and accepted these Terms and Conditions and will be bound by them notwithstanding any terms on the Customer’s order. Any variation to these Terms and Conditions will be inapplicable unless agreed in writing by Solstice Distribution Limited.
Solstice Distribution Limited reserves the right to amend prices at any time without prior notice. A current price list is available on request.
The price of the Goods will be the price as quoted by Solstice Distribution Limited to the Customer by means of:
- written communication either in paper or electronic mediums; or
- via the Customer’s account on the Solstice Distribution Limited website.
Quotes are valid for seven days unless otherwise agreed in writing between Solstice Distribution Limited and the Customer.
Solstice Distribution Limited will be entitled to withdraw any quotation at any time prior to acceptance by the Customer.
A priced Delivery Note/ Invoice is included with each Delivery of Goods. All Trade prices quoted exclude VAT, transport costs including but not limited to export or import costs if applicable, packaging and insurance costs that the Customer will be liable to pay.
Solstice Distribution Limited reserves the right, by giving notice to the Customer at any time before despatch, to increase the price of the Goods to reflect any increase in the cost to Solstice Distribution Limited due to any factor beyond its control such as foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture, change in delivery dates, quantities or specifications for the Goods requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give Solstice Distribution Limited adequate information or instructions.
Where special pricing is offered for certain orders and that pricing is made available to Solstice Distribution Limited from its Suppliers, the Customer will:
- comply in full with any terms advised to it by Solstice Distribution Limited; and
- comply in full with the respective Suppliers terms; and
iii. indemnify Solstice Distribution Limited for any claims made against Solstice Distribution Limited by the Suppliers for the Customer’s non-compliance with Terms and Conditions; and
- pay any service fees charged for Solstice Distribution Limited’s pass-through of special pricing and other supplier driven benefits the Customer may receive, including any marketing funding, price protection and individual rebates. The Customer agrees that passthrough and payment of those benefits will be subject to Solstice Distribution Limited having received the benefits from its Suppliers.
Special pricing Terms may oblige the Customer to comply with certain requirements including but not limited to:
- the sale of the Goods only to specifically named end customers; and
- the disclosure of end customer information to Solstice Distribution and its Suppliers for the purpose of end customer verification; and
iii. the submission of copies of end customer invoices, end customer purchase orders or end customer shipping documents to Solstice Distribution Limited and its Suppliers insofar as is compliant with data protection regulations.
Failure to comply with special pricing Terms may entitle Solstice Distribution Limited and / or its Suppliers to reclaim and invoice the Customer in full for all discounts rebates and any other special price conditions granted to the Customer. Any such Invoice will become payable immediately.
All prices are subject to VAT at the current rate prevailing at the time of delivery.
6.0 Settlement Terms
The ownership of the Goods will remain with Solstice Distribution Limited until payment in full has been received.
Invoices are to be paid prior to shipping of the Goods unless the Customer has an approved credit account.
Unless specified otherwise the invoice settlement terms are 0.5% discount on balances paid within seven days of the invoice date on orders only, not approval shipments.
Settlement discounts are only available for payments made by bank transfer, not credit card or debit card payments.
Credit terms do not apply to approval products unless in exceptional circumstances to be agreed with Solstice Distribution Limited.
The Customer will pay all legal administration and other costs incurred by Solstice Distribution Limited in recovering overdue sums from the Customer.
The Customer will make all payments in full without withholding, deducting or set off for any reason.
Solstice Distribution Limited reserves the right to charge interest on overdue amounts at the rate of 10% per month from the due date to the date of payment.
7.0 Credit Accounts
A Customer wishing to open a credit account with Solstice Distribution Limited must complete the Account Application form which requires bank details and two trade references. Solstice Distribution Limited reserves the right in its absolute discretion to grant, refuse or discontinue credit facilities at any point.
Solstice Distribution Limited will use reasonable endeavours to meet delivery estimates but cannot accept any liability whatsoever for failure to do so however arising.
Any dates and times quoted for delivery of the Goods are expected dates and times only and Solstice Distribution Limited will not be liable for any delay in delivery of the Goods howsoever caused. It is agreed that time for delivery will not be of the essence unless previously agreed by Solstice Distribution Limited in writing. The Goods may be delivered by Solstice Distribution Limited in advance of the quoted delivery date upon giving reasonable notice to the Customer.
Deliveries are normally made Monday to Friday between 08:00 and 18:00 excluding bank holidays. Deliveries will be made to the doorstep of the delivery address unless alternative arrangements have been agreed and accepted in advance between both parties. Any departure from this condition may lead to additional charges to be paid in full by the Customer.
The Customer must make all arrangements necessary for delivery of the Goods to be taken when Solstice Distribution Limited delivers them, including providing labour and suitable equipment for the unloading of delivered Goods. In the event that the Customer or end customer requests assistance from the delivery driver which is agreed by the delivery driver to offload or to provide any other assistance not previously agreed between Solstice Distribution Limited and the Customer, the Customer or end customer accepts that any subsequent claims for (but not limited to) damages, loss, loss of profit or injury will not involve Solstice Distribution Limited.
Solstice Distribution Limited will be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs a note in respect of the Goods on behalf of the Customer or end customer in the instance that Solstice Distribution Limited has agreed to deliver direct does have the authority to do so.
If the Customer or end customer does not accept delivery of Goods, or Solstice Distribution Limited is unable to deliver or is delayed in delivering Goods because of the actions or omissions of the Customer or end customer Solstice Distribution Limited may charge the Customer who will be liable to pay for all costs incurred as a result.
Where the Goods are to be delivered in instalments, each delivery will constitute a separate contract and failure by Solstice Distribution Limited to deliver any one or more of the instalments in accordance with these Conditions, or any claim brought by the Customer in respect of any one or more instalments will not entitle the Customer to treat the Contract as a whole as repudiated.
If Solstice Distribution Limited fails to deliver the Goods for any reason other than any cause beyond its reasonable control or the Customer’s fault, and Solstice Distribution Limited is accordingly liable to the Customer, Solstice Distribution Limited’s liability will be limited to;
- replacing those Goods not delivered; or
- issuing a credit note equal to the value (net of VAT) over the price of the Goods not delivered.
Solstice Distribution Limited will not be liable for any consequential loss including (but not limited to) loss of profit.
If the Customer or end customer fails to take delivery of the Goods, or fails to give Solstice Distribution Limited adequate delivery instructions at the time stated for delivery other than by reason of any cause beyond the Customer’s reasonable control or by reason of Solstice Distribution Limited’s fault then, without prejudice to any other right or remedy available to Solstice Distribution Limited, Solstice Distribution Limited may:
- store the Goods until actual delivery and charge the Customer for the reasonable costs including but not limited to storage, re-delivery and insurance of the Goods; or
- Sell the Goods at the best price readily obtainable and after deducting all reasonable costs including the storage, re-delivery and insurance costs and selling expenses account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
At the time of delivery the Customer or end customer must check that the quantity of Goods matches the quantity detailed on the proof of delivery and that the external packaging of the Goods is in good condition and has not been tampered with or damaged. This applies to any palletised or larger deliveries that may have been wrapped.
Where visible external damage is apparent at the time of delivery the Customer must either refuse the Goods or annotate the proof of delivery clearly with the word ‘DAMAGED’. The Customer or end customer must not sign the proof of delivery ‘UNCHECKED’ or any similar wording. Failure to comply with this clause will void Solstice Distribution Limited’s liability to either replace or issue a credit note at the price paid by the Customer for any such damaged Goods.
The Customer must notify Solstice Distribution Limited of any over shipments no later than five working days from the date of delivery and agrees that failure to do so will be deemed to be acceptance of the Goods and an invoice will be raised accordingly by Solstice Distribution Limited to the Customer for the over shipped Goods subject to the condition of Section 30 (3) of the Sales of Goods Act 1979.
The Customer must notify Solstice Distribution Limited of under shipments or missing Goods no later than two working days from the date of delivery and agrees that failure to do so will be deemed to be receipt of all Goods as indicated on the proof of delivery.
It is the Customer’s responsibility to notify Solstice Distribution Limited of any incorrect Goods supplied within two working days of delivery. If the Goods are not what the Customer has ordered, the Customer must not deface or open the Manufacturer’s packaging or use the Goods.
The Customer agrees that failure to adhere to the Conditions will be deemed to be acceptance of the Goods and any and all monies owed relating to the Goods will be due from the Customer to Solstice Distribution Limited.
In the event of an end customer delivery, the Customer will ensure that the end customer complies with the Customer’s obligations set out in this Clause.
A signed proof of delivery by or on behalf of the Customer will be conclusive evidence of delivery and except where any damage or discrepancy is noted on the proof of delivery that it was received in good condition and order and accordingly no claims will be brought to Solstice Distribution Limited in respect of the delivery claiming the contrary.
9.0 Acceptance of goods
The Customer will be deemed to accept the Goods 24 hours after delivery to the Customer. After acceptance of the Goods the Customer will not be entitled to reject the Goods which are not in accordance with the Contract.
The Customer will be solely responsible for complying with any legislation or regulations governing the importing of Goods into the country of destination and to clear the Goods for import, pay any import duty and carry out any import customs formalities.
Separate Conditions of Sale apply to export transactions other than those to Northern Ireland, Eire, Scottish Isles, Isle of Mann, Isle of Wight and Channel Islands. These are available on request.
Solstice Distribution Limited reserves the right not to supply certain Customers or countries and to enquire of the Customer full details of the end use and final destination of the Goods.
11.0 Carriage and Handling Charges
UK Mainland - Orders are subject to a carriage and handling charge as detailed on the current Solstice Distribution Limited price list.
For Northern Ireland, Eire, Scottish Isles, Isle of Mann, Isle of Wight, Channel Islands: orders are subject to a carriage charge levied at the handler's current rate.
12.0 Shortages or Damages in Transit
Solstice Distribution Limited will not consider any claim for short delivery or loss or damage in transit unless written notice is given to Solstice Distribution Limited within five days from the delivery date.
The Customer must serve Solstice Distribution Limited with a notice of non-delivery within 14 days of the date of invoice.
Any claims brought against Solstice Distribution Limited by the Customer relating to damage in transit will only be accepted where the Customer or end customer has annotated the proof of delivery with the word ‘DAMAGED’ and having done so has subsequently refused acceptance of the damaged Goods or, having accepted them, is storing the Goods safely at the delivery address as detailed on the invoice to avoid further damage arising.
Solstice Distribution Limited’s sole liability in the event of proven loss or damage will be limited to either;
- replace the Goods with Goods of the same or similar specification and at the value equal to the invoice price paid by the Customer if requested by the Customer to do so); or
- Issue a credit note to the Customer at the invoice price paid for the lost or damaged Goods including any applicable carriage charges that the Customer may have paid.
Credit notes issued by Solstice Distribution Limited to the Customer for Goods lost in transit may be reversed if after fourteen days from issuance it is established that the Goods have been delivered.
Solstice Distribution Limited will notify the Customer in this event, and the Customer or their end customer will make the Goods available for collection by Solstice Distribution Limited who will collect and return the Goods to their inventory so long as the Goods are sealed, undefaced and unopened in the original Manufacturer’s packaging.
13.0 Ownership and Risk
The risk in the Goods supplied by Solstice Distribution Limited will pass to the Customer when the Goods are delivered to the Customer's premises. However, the title to the Goods will not pass to the Customer until payment in full of all sums due from the Customer to Solstice Distribution Limited has been made.
If payment (whether in full or part) is not made by the due date or the Customer is wound up, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress be levied against the Customer, Solstice Distribution Limited will be entitled without prior notice to the Customer or any liquidator or receiver to retake possession of the Goods (and for that purpose to enter upon any premises occupied or owned by the Customer).
Whilst the ownership of Solstice Distribution Limited continues the Customer will keep the Goods separate and identifiable from other Goods in its possession as bailee for Solstice Distribution Limited.
In the event of any re-sale by the Customer of the Goods the beneficial entitlement of Solstice Distribution Limited will attach to the proceeds of sale or other disposition thereof so that those proceeds or any claim thereof will be assigned to Solstice Distribution Limited and until such time assignment will be held on trust in a separate identifiable account for Solstice Distribution Limited by the Customer who will stand in a strictly fiduciary capacity in respect thereof.
Goods may not be returned for replacement or credit without a prior returns authorisation number and must be accompanied by an explanation and the relevant invoice number.
No order may be cancelled without the previous written agreement of Solstice Distribution Limited. Without that written agreement, Solstice Distribution Limited will not accept the return of any goods incorrectly ordered or no longer required and reserves the right to charge the Customer a restocking fee.
Solstice Distribution Limited will not accept the return of Goods which, in its opinion, have been the subject of undue wear and tear, accident, improper application or neglect. Solstice Distribution Limited’s opinion on this is final. Goods authorised for return must be packaged adequately to protect against damage or breakage. Solstice Distribution Limited reserves the right to recharge for any such damage or breakage.
Solstice Distribution Limited will not accept the return of Custom Build Goods or Special Order Products.
Upon receipt of returned Goods at Solstice Distribution Limited’s premises and when the Goods are sealed, undefaced and unopened in the original Manufacturer’s packaging, unused and undamaged Solstice Distribution Limited will issue a credit note to the Customer equal to the original invoice value paid by the Customer for the Goods (net of VAT) minus the agreed restocking fee and any other costs borne by Solstice Distribution Limited. Goods that do not meet the criteria will result in the return being rejected, no credit note will be issued and the Customer will at their expense and risk have fourteen days to arrange collection from Solstice Distribution Limited’s premises. Goods not collected after fourteen days will be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so will be passed to the Customer.
Under no circumstances will the Customer be entitled to return Special Order Products except for damage caused during transit.
Solstice Distribution Limited warrants that it has good title to supply all Goods to the Customer.
If any Goods prove defective in materials or workmanship under normal operation or service, those Goods will be repaired or replaced only in accordance with the warranty cover or terms stipulated by the manufacturer of the Goods provided that no unauthorised modifications to the Goods or to the system that the Goods forms part of have taken place.
Solstice Distribution Limited is not responsible for the cost of labour or other expenses incurred in the repairing or replacing of defective or nonconforming parts and in no circumstances will Solstice Distribution Limited be liable, in contract, tort including negligence or breach of statutory duty or otherwise howsoever, and whatever the cause thereof:
(i) for any loss of profit, business, contracts, revenue, or anticipated savings; or
(ii) for any special indirect or consequential damage of any nature whatsoever.
Solstice Distribution Limited’s sole obligation in the event of ‘DOA’ Goods which can be attributed to the original Manufacturer of the Goods and which have been purchased from Solstice Distribution Limited will be to pass on to the Customer as far as possible the benefit of any rights or remedies afforded it by the Manufacturer or their Third Party Representatives or Service Agents to exchange the faulty Goods for new Goods within the DOA periods (if any) by the relevant manufacturers.
Where the Customer is required to contact the manufacturer or Third Party Representatives or Service Agents directly, the Customer agrees to follow those instructions to progress or resolve the issue. Where the Customer is issued an authorisation or reference number for passing on to Solstice Distribution Limited in order to progress the return, the Customer understands and agrees that this is no guarantee of a credit.
Where necessary, the Customer agrees to deal directly with the Manufacturer or their Third Party Representatives or Service Agents to conclude the matter as stipulated in the Manufacturer’s terms and conditions.
Prior authorisation having been obtained Solstice Distribution Limited will:
- raise an invoice on the Customer’s account for the same Goods if requested by the Customer to do so at the same price the Customer was originally invoiced at; and
- despatch the replacement Goods at Solstice Distribution Limited’s expense to the original delivery address; and
iii. collect the faulty Goods at Solstice Distribution Limited’s expense from the original delivery address.
It is the responsibility of the Customer to ensure that the Goods are properly packed in the original, undefaced Manufacturer’s packaging, protected and suitable for transportation with all standard Manufacturer accessories and literature.
Solstice Distribution Limited reserves the right to test all Goods returned to it under warranty and it is agreed between both parties that upon receipt of the expected Goods and where a genuine fault exists, Solstice Distribution Limited will, in the event that price has have been paid by the Customer to Solstice Distribution Limited, or, if that price has not been paid, relieve the Customer of all obligation to pay the sum by issuance of a credit note in favour of the Customer in the amount of that price within twenty-eight days of receipt of the expected Goods, or earlier at its discretion. The Customer will not offset or withhold payment full or in part of any monies owed to Solstice Distribution Limited.
Goods tested and deemed to have no fault found will be rejected. No credit note will be issued and the Customer will at their sole expense and risk have fourteen days to arrange collection from Solstice Distribution Limited’s premises.
Goods not collected after fourteen days will be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so will be passed to the Customer.
Where available, details of the Manufacturer’s DOA and Warranty guidelines will be made available to the Customer along with copies of any relevant product information sheets, technical data sheets or product leaflets issued by the Manufacturer, which may be on paper or electronic.
Solstice Distribution Limited’s liability under this Warranties clause will be to the exclusion of all other liability to the Customer whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods.
Solstice Distribution Limited grants no guarantees regarding the fitness for purpose, performance, use, nature or saleable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.
Except as specifically set out in this Warranties clause, Solstice Distribution Limited disclaims and excludes all other Warranties, whether express or implied, by statute or otherwise, including but not limited to the Warranties of description, design, satisfactory quality and fitness for a particular purpose, or arising from any previous course of dealing, usage or trade practice.
Solstice Distribution Limited accepts no liability whatsoever for any goods not authorised for returns which may be returned in error by the Customer.
16.0 Limitation of Liability
(a) In no event will Solstice Distribution Limited be liable for
(i) any indirect, incidental, consequential loss;
(ii) any loss arising from business interruption;
(iii) loss of profits;
(iv) loss of revenue;
(v) loss of use of any property or capital;
(vi) loss of anticipated savings; or
(vii) loss of data. Solstice Distribution Limited will not be liable for any loss or damage where that liability arises as a result of its knowledge (whether actual or otherwise) of the possibility of any such loss or damage.
(b) Solstice Distribution Limited’s liability in respect of any purchase order or otherwise under these terms and conditions will in no case exceed the contract price of the specific goods that give rise to the claim.
(c) These exclusions and limitations on damages will apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise.
(d) Neither party seeks to exclude or restrict its liability for:
(i) death or personal injury resulting from negligence;
(iii) the terms implied by section 12 of the Sale of Goods Act 1979; or
(iv) any matter in respect of which, by law, it is not permitted to restrict its liability.
(e) The Customer will indemnify Solstice Distribution Limited against claims, damages, losses, costs and expenses incurred by Solstice Distribution Limited as a result of either claims made against Solstice Distribution Limited by third parties arising out of the combination or use of the goods with any incompatible ancillary products that may be connected to the goods or any other matter for which Solstice Distribution Limited would not be liable to the Customer under these terms and conditions.
17.0 Intellectual Property Rights
You are permitted to print and download extracts from the Solstice Distribution Limited Website for your own use on the following basis:
- no documents or related graphics on this Website must be modified in anyway;
- no graphics on this website should be used separately from accompanying text;
iii. any use of these extracts will include copyright and trademark notices of Solstice Distribution Limited on all copies; and
- written permission from Solstice Distribution must be obtained to use our photographs and/or text.
Unless otherwise stated, the copyright and other intellectual property rights in all material on the Solstice Distribution Limited Website (including without limitation photographs and graphical images) are owned by Solstice Distribution Limited. For the purposes of these Terms and Conditions, any use of extracts from the Solstice Distribution Limited Website other than in accordance with the above for any purpose is prohibited.
If you breach any of the terms in these Terms and Conditions, your permission to use the Solstice Distribution Limited Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.
No part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
Any rights not expressly granted in these terms are reserved.
18.0 Applicable Law
English law will govern, excluding its provisions on conflict of laws. The English courts will have exclusive jurisdiction to adjudicate any dispute related to these terms and conditions.
The Customer will indemnify Solstice Distribution Limited for all costs and damages, including attorneys` fees, suffered by Solstice Distribution Limited as a result of the Customer’s actual or threatened breach of these terms and conditions.
Solstice Distribution Limited will use all reasonable endeavours to keep confidential all information relating to the Customer's business for so long as and to the extent that that information is and remains unpublished and is not known to Solstice Distribution Limited at the time of disclosure by the Customer or is not thereafter lawfully obtained by Solstice Distribution Limited from a third party.
21.0 Data Protection
The Customer and Solstice Distribution Limited will treat the Contract and any information obtained or received in relation to it or arising out of or in connection with the performance of the Contract or its negotiation or relating to the business or affairs of the other as private and confidential.
Neither the Customer or Solstice Distribution Limited will publish or disclose the same, nor any particulars of it without the prior written consent of the other, or, as may be permitted under the later provision of this Clause.
These obligations will not apply to any information which:
- is or subsequently comes into the public domain otherwise than by breach of this Data Protection Clause;
- is already in the possession of the receiving party without an accompanying obligation of confidentiality;
iii. is obtained from a third party who is free to divulge the same;
- is independently and lawfully developed by the recipient or its sub-contractor outside the scope of the Contract.
So far as it may be necessary for the performance of the Contract or for the operation and maintenance of the Contract, the Customer or Solstice Distribution Limited may divulge any information to be kept confidential to their employees, agents and sub-contractors on a ‘need to know’ basis but both the Customer and Solstice Distribution Limited undertake that they will take all steps necessary to ensure compliance by employees, agents, and sub-contractors with the obligations as to confidentiality, including without limitation incorporating such clauses into their own contracts with those persons, and will be responsible to the other party for any failure by any employee, agent or sub-contractor to comply with those obligations whether the employee, agent or sub-contractor was aware of them or not.
For the purpose of verifying the Customer’s financial standing Solstice Distribution Limited reserves the right to obtain information on the Customer’s creditworthiness from credit agencies or credit insurers and to report that data to them. The Customer consents and agrees that Solstice Distribution Limited may make enquiries and searches and obtain references considered necessary from credit reference agencies or credit insurers (who will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Customer to any credit reference agency or to any other Affiliate of which it is a member.
Both the Customer and Solstice Distribution Limited will ensure that they, their employees, agents and sub-contractors will observe the requirements of the Data Protection Act 1998 and any amendments or revisions thereto in the provision and use of the subject matter of the Contract and personal data processed under it and will comply with any request made or direction given to the other that is directly due to the requirements of the Act.
On the conclusion or termination of the Contract both parties will cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it will be kept until such period is over and in any event kept strictly confidential under the provisions of this clause.
The obligations relating to confidentiality will continue notwithstanding termination of this Contract and until such time as the information is no longer confidential in nature.
22.0 Bribery Act 2020
The Customer acknowledges and understands its legal and moral obligations as detailed in the Bribery Act 2010.
The Customer has an active Anti-Bribery and Corruption Policy in place which reflects its zero tolerance approach to acts of bribery and which has been fully trained out to all staff of the Customer who understand the ramifications of the Act and how it should influence their behaviour in their dealings with Solstice Distribution Limited.
The Customer understands that acceptance of Solstice Distribution Limited’s Terms and Conditions is acceptance of Solstice Distribution Limited’s own Anti-Bribery Policy (a copy of which can be provided on request.)
The parties may exchange confidential information during the performance or fulfilment of any purchase order. All confidential information will remain the property of the disclosing party and will be kept confidential by the receiving party for a period of ten years following the date of disclosure.
These obligations will not apply to information which is:
(a) publicly known at the time of disclosure or becomes publicly known through no fault of recipient;
(b) known to recipient at the time of disclosure through no wrongful act of recipient;
(c) received by recipient from a third party without restrictions similar to those in this section; or
(d) independently developed by recipient.
Each party will retain ownership of its confidential information, including without limitation all rights in patents, copyrights, trademarks and trade secrets.
A recipient of confidential information may not disclose that confidential information without the prior written consent of the disclosing party, provided that Solstice Distribution Limited may disclose confidential information to its affiliated companies, employees, officers, consultants, agents, and contractors.
These terms and conditions constitute the entire agreement of Solstice Distribution Limited and the Customer, superseding all prior agreements or understandings, written or oral, and cannot be amended except by a mutually executed agreement in writing.
The Customer may not assign any rights or duties hereunder without Solstice Distribution Limited’s written prior consent. Solstice Distribution Limited may sub-contract its obligations hereunder without the Customer’s consent.
No representation, warranty, course of dealing, or trade usage not contained or expressly set forth herein will be binding on Solstice Distribution Limited.
Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of these terms and conditions.
No failure by Solstice Distribution Limited to enforce at any time for any period the provisions hereof will be construed as a waiver of that provision or of the right of Solstice Distribution Limited to enforce thereafter each and every provision.
In the event any provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions will not be affected and, in lieu of that provision, a provision as similar in terms as may be legal, valid, and enforceable will be added hereto.
Provisions herein which by their very nature are intended to survive termination, cancellation, or completion of the Customer’s order after acceptance by Solstice Distribution Limited will survive that termination, cancellation, or completion. All stenographic and clerical errors are subject to correction.
These terms and conditions will confer no benefit on any third party or the right to enforce any term or condition under the Contracts (Rights of Third Parties) Act 1999.
24.0 Force Majeure
Solstice Distribution Limited is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, inability or refusal by third party suppliers to provide Solstice Distribution Limited goods, parts, services, manuals or other information necessary to the goods to be delivered, shortages or inability to obtain materials or components, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit Solstice Distribution Limited’s ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics, or other regional medical crises, labour strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond Solstice Distribution Limited’s reasonable control.
If the force majeure event continues for longer than 90 days, either party may terminate the Customer’s purchase order and the Customer will pay for work performed prior to termination and all reasonable expenses incurred by Solstice Distribution Limited as a result of that termination.
In the event of delays in delivery or performance caused by force majeure or the Customer, the date of delivery or performance will be extended by the period of time Solstice Distribution Limited is actually delayed or as mutually agreed. If, for reasons other than the foregoing, Solstice Distribution Limited should default or delay or not deliver goods, the Customer's sole remedy against Solstice Distribution Limited is an option to cancel the Customer’s purchase order, through prior written notice to Solstice Distribution Limited.
Solstice Distribution Limited may make deliveries under any order in one or more shipments.