Terms & Conditions

1. Definitions

1.1 “Company” – Vivan Maritime Global Services Limited, registered in England and Wales, acting as seller, exporter, and supplier.

1.2 “Customer” – Any entity entering into a commercial agreement, B2B contract, or transaction with the Company.

1.3 “Goods” – Any spices, agricultural products, or other commodities supplied under these Terms & Conditions.

1.4 “Order” – Any written, electronic, or verbal request for Goods submitted by the Customer.

1.5 “Contract” – The legally binding agreement formed between the Company and the Customer, incorporating these Terms & Conditions.

1.6 “UK GDPR” – United Kingdom General Data Protection Regulation as retained and amended under UK law.

1.7 “Incoterms®” – International Commercial Terms published by the International Chamber of Commerce, current version unless specified otherwise.

1.8 “Confidential Information” – All information disclosed by either party that is not publicly available and is designated as confidential, including commercial, technical, financial, and personal data.

1.9 “Force Majeure Event” – Events beyond reasonable control, including natural disasters, strikes, war, terrorism, pandemic, governmental restrictions, or port congestion.

1.10 “B2B Transaction” – Any commercial activity between the Company and the Customer for the purpose of reselling, distribution, or business use, not intended for personal consumption.

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2. Scope of Application

2.1 General Scope
These Terms & Conditions govern all B2B contracts, orders, and commercial transactions entered into by Vivan Maritime Global Services Limited in England & Wales.

2.2 Exclusion of Other Terms
Any terms or conditions submitted by the Customer that are inconsistent with these Terms & Conditions are expressly excluded unless expressly agreed in writing.

2.3 Hierarchy of Documents
Where a written contract, purchase order, or quotation exists, these Terms & Conditions are incorporated unless explicitly varied in writing.

2.4 B2B Limitation
These Terms & Conditions are strictly for B2B customers. No consumer rights under the UK Consumer Rights Act 2015 are intended to be granted.

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3. Orders and Acceptance

3.1 Placing Orders
Orders must be submitted in writing, via email, or through the Company’s official ordering system.

3.2 Order Confirmation
An Order is only deemed accepted upon written confirmation by the Company. No binding contract exists prior to confirmation.

3.3 Order Amendments
Amendments requested by the Customer may be accepted at the Company’s discretion, subject to availability and feasibility.

3.4 Cancellation
Orders may not be cancelled without prior written consent. Costs incurred, including procurement, packaging, and logistics, may be charged.

3.5 Minimum Order Quantities
The Company reserves the right to specify minimum order quantities, particularly for bulk or custom products.

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4. Pricing and Payment Terms

4.1 Pricing

• All prices are exclusive of VAT, duties, or taxes unless expressly stated.

• Prices are valid only for the period specified in quotations or confirmations.

4.2 Payment Methods

• Bank transfer, SWIFT, credit facilities (pre-agreed), or other mutually agreed methods.

• Payment must be cleared prior to shipment unless otherwise agreed in writing.

• Schedule B provides detailed payment terms, deadlines, and penalties for late payment.

4.3 Currency
All transactions are conducted in GBP unless otherwise agreed.

4.4 Late Payment

• Late payments will accrue interest at 4% above the Bank of England base rate per annum, calculated daily.

• The Company reserves the right to suspend deliveries until overdue payments are settled.

4.5 Disputed Invoices

• Any disputes regarding invoices must be notified within 7 days.

• Payment of undisputed amounts is still required.

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5. Delivery and Risk Transfer

5.1 Delivery Terms
Delivery will be conducted in accordance with Incoterms® 2020, specified per contract or purchase order.

5.2 Risk Transfer
Risk in the Goods passes to the Customer at the point specified in the applicable Incoterm (e.g., EXW, FOB, CIF).

5.3 Delivery Timeframes

• Estimated delivery dates are indicative.

• The Company shall not be liable for delays caused by logistics, customs clearance, or Force Majeure events.

5.4 Partial Deliveries

• The Company may deliver Goods in installments.

• Each installment is treated as a separate contract for invoicing and risk purposes.

5.5 Packaging

• Goods are packaged in accordance with export standards and local regulations.

• Special packaging requests must be agreed in writing and may incur additional charges.

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6. Inspection and Acceptance of Goods

6.1 Inspection Rights
The Customer must inspect Goods promptly upon delivery and report discrepancies, damages, or non-conformance in writing.

6.2 Acceptance Criteria
Goods are deemed accepted if no written notice of defect or damage is received within 48 hours of delivery.

6.3 Remedies for Non-Conformance
The Company may, at its discretion, replace non-conforming Goods, issue credit, or refund.

6.4 Limitation
The Company is not liable for non-conformance resulting from improper storage, handling, or use by the Customer.

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7. Intellectual Property

7.1 Ownership
All intellectual property rights, including trademarks, logos, branding, documentation, and software, remain the property of the Company.

7.2 Licensing
The Customer is granted a limited, non-transferable license to use intellectual property solely for internal business purposes and resale of the Goods.

7.3 Restrictions

• No reproduction, distribution, or modification of Company IP without prior written consent.

• Breach of IP rights may result in immediate termination and legal action.

7.4 Schedule D
Detailed intellectual property obligations and usage guidelines are in Schedule D.

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8. Confidentiality

8.1 Obligation
Both parties shall maintain the confidentiality of all Confidential Information disclosed during the contract term.

8.2 Exceptions

• Information publicly available

• Required by law or regulatory authority

• Disclosed to professional advisors under confidentiality obligations

8.3 Duration
Confidentiality obligations survive termination of the contract for 5 years.

8.4 Schedule C
Confidentiality procedures and permitted disclosures detailed in Schedule C.

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9. Warranties and Representations

9.1 Company Warranties

• Goods will conform to agreed specifications

• Goods will be free from defects in material and workmanship at the time of delivery

9.2 Customer Warranties

• Customer has the authority to enter into the contract

• Customer will comply with applicable laws in handling and resale of Goods

9.3 Exclusions

• No warranty for Goods damaged by improper storage, misuse, or negligence

• Implied warranties are excluded to the maximum extent permitted by law

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