BLOKPORT
BUSINESS-TO-BUSINESS TERMS AND CONDITIONS OF SALE
Version: [1.0]
Effective date: 14.06.2026
Last updated: 18.06.2026
These Business-to-Business Terms and Conditions of Sale govern access to the BlokPort platform and all quotations, orders, sales, deliveries and related services supplied through or in connection with BlokPort.
1. COMPANY INFORMATION
1.1 BlokPort is a trading name and commercial platform operated by:
Materials Traders OÜ
Registry code: 17180414
VAT number: EE102840621
Registered office: Narva mnt 5, Kesklinna linnaosa, Tallinn, Harju maakond, 10117, Estonia
Email: info@blokport.com
Website: www.blokport.com
Materials Traders OÜ is referred to in these Terms as “BlokPort”, “we”, “us”, “our” or the “Company.”
1.2 The person or entity purchasing or seeking to purchase Products or Services from BlokPort is referred to as the “Buyer”, “you” or “your.”
1.3 BlokPort acts as the contracting seller of the Products unless an Order Confirmation expressly states that BlokPort is acting solely as an agent, intermediary or logistics coordinator.
1.4 Quarries, processors, inspection companies, freight forwarders, carriers, customs brokers, warehouses, insurers, finance providers and other parties used in performing an Order are independent suppliers or subcontractors and do not become contracting parties to the sale between BlokPort and the Buyer unless expressly stated otherwise.
2. BUSINESS-ONLY SCOPE
2.1 BlokPort supplies Products and Services exclusively to businesses, professional purchasers, traders, showrooms, fabricators, architects, developers, merchants, distributors and other persons acting in the course of their commercial, trade or professional activities.
2.2 By creating an account, requesting access, requesting a quotation, placing an Order or accepting delivery, the Buyer represents and warrants that:
a. it is not acting as a consumer;
b. it is purchasing wholly or predominantly for business or professional purposes;
c. it has full legal capacity and authority to enter into the Contract;
d. the person acting on its behalf is properly authorised to bind it; and
e. all company, VAT, credit, ownership and delivery information provided to BlokPort is complete and accurate.
2.3 A person acting as a consumer must not place an Order through BlokPort. Where mandatory consumer law nevertheless applies, nothing in these Terms excludes rights that cannot lawfully be excluded, but all other provisions remain effective to the fullest extent permitted.
3. DEFINITIONS
In these Terms:
“Account” means a Buyer’s registered BlokPort account.
“Applicable Law” means all laws, regulations, customs rules, sanctions, court orders, regulatory requirements and mandatory industry rules applicable to the relevant party, Product, shipment, transaction or destination.
“Buyer Materials” means specifications, drawings, measurements, instructions, trademarks, designs, data and other materials supplied by or on behalf of the Buyer.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Estonia.
“Contract” means the legally binding agreement for an Order, comprising the documents identified in Clause 5.
“Delivery Location” means the delivery place identified in the Order Confirmation.
“Finance Provider” means any bank, lender, factoring company, trade-credit provider, credit insurer, payment institution or other third party providing, purchasing, guaranteeing, insuring or administering deferred-payment terms.
“Incoterms” means the Incoterms® 2020 rules published by the International Chamber of Commerce.
“Introduced Supplier” means a quarry, processor, manufacturer, supplier, exporter, inventory owner or related business whose identity, inventory, pricing, contact details or commercial opportunity is disclosed or made accessible to the Buyer by or through BlokPort.
“Order” means a request by the Buyer to purchase Products or Services.
“Order Confirmation” means BlokPort’s written acceptance of an Order, whether issued electronically, through the platform, by email or in a signed document.
“Products” means natural-stone blocks, slabs, tiles, cut-to-size materials, finished pieces, samples, accessories, packaging and any other goods supplied by BlokPort.
“Services” includes sourcing, inventory access, demand aggregation, inspection coordination, quality-control coordination, documentation, insurance arrangement, finance administration, freight, customs coordination, warehousing and final-mile delivery.
“Supplier” means any quarry, processor, manufacturer, exporter, warehouse or other source from which BlokPort obtains Products.
“Terms” means these Business-to-Business Terms and Conditions of Sale.
“Third-Party Services” means services performed by carriers, inspectors, insurers, customs brokers, Finance Providers and other independent service providers.
4. ACCEPTANCE OF THESE TERMS
4.1 These Terms apply to every Account, quotation, Order, Order Confirmation, Contract, delivery and supply of Products or Services by BlokPort.
4.2 The Buyer accepts these Terms by any of the following:
a. ticking an acceptance box on the website or platform;
b. requesting or maintaining an Account after receiving access to these Terms;
c. submitting an Order;
d. accepting a quotation or Order Confirmation;
e. signing or electronically approving an order document;
f. making any payment;
g. instructing BlokPort to proceed with sourcing, inspection or shipment; or
h. accepting delivery of Products.
4.3 The Buyer must read and retain a copy of the Terms applicable when the Order is placed.
4.4 Any terms contained in the Buyer’s purchase order, procurement portal, email, confirmation, specification or other document are rejected and do not form part of the Contract unless BlokPort expressly accepts them in a document signed by an authorised representative.
4.5 Silence, performance, shipment or acceptance of a Buyer purchase order does not constitute acceptance of the Buyer’s standard terms.
5. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE
5.1 Each Contract consists of the following documents, in descending order of priority:
a. a separately signed master supply agreement, where applicable;
b. the Order Confirmation and any expressly incorporated special conditions;
c. the agreed Product specifications, approved inventory references and approved quality-control documentation;
d. any agreed financing or payment schedule, solely regarding payment matters;
e. these Terms;
f. BlokPort’s quotation; and
g. general website descriptions and marketing content.
5.2 A Finance Provider’s agreement governs the financing relationship between the Buyer and Finance Provider. It does not alter the Product specifications, delivery obligations or warranty remedies under the Contract unless BlokPort expressly agrees in writing.
5.3 In the event of inconsistency, a more specific provision takes precedence over a general provision concerning the same subject.
5.4 Marketing statements such as “door-to-door,” “fully managed,” “fully insured,” “delivered,” “one price” or similar descriptions are subject to the scope, assumptions, exclusions, Incoterm and named place stated in the Order Confirmation.
6. ACCESS TO THE BLOKPORT NETWORK
6.1 Access to BlokPort is restricted and may be subject to application, verification and approval.
6.2 BlokPort may accept or reject an Account application at its discretion and is not required to provide reasons.
6.3 The Buyer must ensure that Account information remains complete and current, including:
a. legal and trading names;
b. registration and VAT numbers;
c. ultimate beneficial ownership;
d. registered and operating addresses;
e. invoice and delivery details;
f. authorised representatives;
g. bank information; and
h. information required for credit, sanctions, customs or compliance checks.
6.4 Accounts are personal to the approved business and may not be transferred, shared or used by another entity without written consent.
6.5 The Buyer is responsible for all activity through its Account and must protect its credentials. It must immediately notify BlokPort of suspected unauthorised access.
6.6 BlokPort may suspend, restrict or terminate access where it reasonably suspects:
a. unauthorised use;
b. inaccurate information;
c. payment or credit risk;
d. circumvention of BlokPort;
e. sanctions, fraud, corruption or money-laundering risk;
f. misuse of confidential information; or
g. conduct harmful to BlokPort, its network or other participants.
6.7 Account approval does not guarantee Product availability, credit approval, pricing or acceptance of any Order.
7. PRODUCT LISTINGS AND AVAILABILITY
7.1 Website listings, inventory feeds, scans, photographs, quantities and prices are invitations to submit an Order and are not binding offers.
7.2 Natural-stone inventory may consist of unique blocks, slabs, bundles or lots that remain subject to prior sale, supplier confirmation, inspection and physical availability.
7.3 Products are not reserved merely because they appear in a Buyer’s Account, quotation, basket or selection list.
7.4 Reservation occurs only when expressly confirmed by BlokPort and may be conditional upon:
a. supplier confirmation;
b. credit approval;
c. payment or security;
d. completion of compliance checks;
e. minimum order quantities;
f. aggregation or container requirements; and
g. acceptance of the Order Confirmation.
7.5 BlokPort may correct listing errors, typographical errors, duplicate listings, incorrect quantities and obvious pricing mistakes before accepting an Order.
7.6 Where a manifest pricing or Product-description error is discovered after acceptance, BlokPort may cancel the affected portion of the Contract and refund amounts paid for that portion, unless the Buyer accepts a corrected Order.
7.7 BlokPort may remove or update inventory without notice.
8. QUOTATIONS
8.1 Unless otherwise stated, quotations:
a. remain valid for seven calendar days;
b. are subject to Product availability;
c. are based on information available when issued;
d. assume the quantities, route, destination, access conditions and specifications stated; and
e. do not constitute acceptance of an Order.
8.2 A quotation may include Products, inspection, inland haulage, export documentation, freight, insurance, customs coordination, taxes, import costs, storage or final-mile delivery only to the extent expressly itemised or described.
8.3 A fixed all-inclusive price is fixed only for the agreed scope and assumptions. Additional charges may apply where caused by:
a. a Buyer-requested change;
b. inaccurate or incomplete information from the Buyer;
c. failed or delayed delivery attributable to the Buyer;
d. unavailable or unsafe delivery access;
e. demurrage, detention, storage or waiting time attributable to the Buyer;
f. a change in destination, quantity, Product, route or delivery method;
g. customs reassessment resulting from the Buyer’s status, declarations or intended use; or
h. other circumstances expressly excluded from the quotation.
8.4 BlokPort will not impose an unagreed surcharge merely because its own anticipated procurement or freight cost has increased after an unconditional fixed-price Order has been accepted, except where expressly permitted by the Order Confirmation or these Terms.
9. ORDER FORMATION
9.1 An Order submitted by the Buyer is an offer to purchase.
9.2 Automated acknowledgements, payment authorisations, application receipts and website notifications do not constitute acceptance.
9.3 A Contract is formed only when BlokPort:
a. issues an Order Confirmation; or
b. signs a separate sales agreement.
9.4 Acceptance may be conditional on supplier confirmation, credit approval, compliance checks or receipt of agreed payment or security.
9.5 BlokPort may accept an Order in whole or in part.
9.6 Each Order is a separate Contract unless the Order Confirmation states otherwise.
9.7 The Buyer must review the Order Confirmation immediately. Any discrepancy must be reported within one Business Day and before BlokPort commits to procurement or shipment.
9.8 Once BlokPort has committed to a Supplier, carrier or service provider, the Order becomes non-cancellable except as expressly stated in these Terms.
10. MINIMUM VOLUMES, AGGREGATION AND CONSOLIDATION
10.1 BlokPort may aggregate orders from multiple buyers to meet quarry, production, transport or container volumes.
10.2 An Order may be conditional on reaching a minimum aggregated volume by a stated date.
10.3 If a required volume is not reached, BlokPort may:
a. offer a revised price or delivery date;
b. offer alternative Products;
c. carry the Order into a later consolidation; or
d. cancel and refund the affected unperformed portion.
10.4 BlokPort may ship Products in consolidated, shared or mixed containers, provided the Products are reasonably identified and segregated.
10.5 The Buyer acquires no rights in another buyer’s goods, commercial information or shipment allocation.
11. NATURAL CHARACTER OF THE PRODUCTS
11.1 Natural stone is a geological material and is inherently variable. No two blocks, slabs or tiles are identical.
11.2 Unless the Order Confirmation expressly states otherwise, the following are natural or commercially normal characteristics and are not defects:
a. variations in colour, shade, tone, pattern and veining;
b. variations between samples, photographs, scans, slabs, bundles, blocks and production batches;
c. fissures, hairlines, vents, pits, pinholes, voids and open veins;
d. fossils, shells, mineral concentrations and crystalline structures;
e. iron, copper or other mineral deposits and resulting oxidation or staining;
f. natural inclusions, clouding, mottling and movement;
g. resin, mesh backing, filling, reinforcement, dowelling or local repair customarily used for that material;
h. repaired corners, resin-filled areas or reinforced fissures;
i. differences in polish, gloss, texture, brushing, honing, leathering or other finish;
j. minor bowing, warping or thickness variation within applicable or customary tolerances;
k. saw marks, handling marks and unfinished backs or edges;
l. small edge chips or corner damage customary for blocks, slabs or tiles in commercial handling;
m. moisture-darkening, efflorescence or temporary shade changes; and
n. changes in appearance following sealing, fabrication, installation, weathering, exposure to chemicals or ordinary use.
11.3 Trade names for natural stone are commercial descriptions and are not necessarily standardised mineralogical classifications. Similar materials may be sold under different names, and different materials may share similar trade names.
11.4 A stated country or region of origin generally refers to information supplied by the quarry, processor or exporter. Extraction, processing, finishing, warehousing and export may occur in different countries.
11.5 Quality grades such as “premium,” “first choice,” “commercial,” “select,” “extra” or similar expressions are supplier- or market-specific unless objective criteria are expressly incorporated into the Order Confirmation.
11.6 Natural characteristics visible in approved photographs, scans, samples or inspection reports are deemed accepted by the Buyer.
12. PHOTOGRAPHS, SCANS AND SAMPLES
12.1 BlokPort may provide high-resolution photographs, video, digital scans, colour-calibrated images or physical samples to assist selection.
12.2 Images and samples are indicative only unless the Order identifies the exact photographed Product.
12.3 Appearance may vary because of:
a. screen settings and device calibration;
b. lighting conditions;
c. camera settings;
d. moisture;
e. image compression;
f. surface treatment; and
g. differences between the sampled area and the full Product.
12.4 Colour-calibration methods improve consistency but cannot guarantee that a screen image will exactly reproduce the material viewed in person.
12.5 A small sample cannot demonstrate the full variation of a slab, bundle, block, tile production or installation.
12.6 Where exact aesthetic matching is important, the Buyer must request appropriate samples, reserve matching material and obtain written confirmation before ordering.
12.7 BlokPort does not guarantee matching with material bought previously or from another supplier unless expressly agreed.
12.8 Bookmatching, vein continuity, sequential cutting or bundle sequencing is provided only if expressly stated.
13. DIMENSIONS, QUANTITIES AND MEASUREMENTS
13.1 Dimensions, thicknesses, weights, volumes and surface areas may be nominal or approximate unless expressly confirmed as final certified measurements.
13.2 Natural-stone blocks and slabs are irregular products. Surface-area calculations may be based on gross or nominal face dimensions and do not represent guaranteed usable fabrication yield.
13.3 The Buyer is responsible for allowing for:
a. cutting loss;
b. unusable perimeter areas;
c. veining or natural characteristics;
d. matching and layout requirements;
e. breakage allowance;
f. fabrication tolerances; and
g. future repair or replacement stock.
13.4 Where invoicing is based on final weight, volume or measured area, the Supplier’s, port’s, warehouse’s or independent surveyor’s certified measurement will apply in the absence of manifest error.
13.5 Product quantity may vary within the tolerance stated in the Order Confirmation. If no tolerance is stated, commercially reasonable manufacturing, quarrying, measuring and packing tolerances apply.
13.6 Tiles and cut-to-size materials may have dimensional, thickness, shade and calibre tolerances. The Buyer must review the applicable technical specification before ordering.
13.7 BlokPort is not responsible for shortages caused by the Buyer failing to order adequate overage.
14. BUYER SPECIFICATIONS AND SUITABILITY
14.1 The Buyer is responsible for determining whether the Product is appropriate for its intended application, destination and customer.
14.2 Unless BlokPort expressly accepts design responsibility in writing, the Buyer remains responsible for:
a. measurements and quantities;
b. engineering and structural suitability;
c. load-bearing requirements;
d. substrate and support design;
e. fabrication method;
f. fixing, anchoring and installation;
g. adhesives, grouts, sealers and treatments;
h. freeze-thaw exposure;
i. exterior, wet-area, pool, food-contact or high-traffic use;
j. slip resistance;
k. chemical, heat, stain, UV and weather resistance;
l. applicable construction, fire, accessibility and safety standards; and
m. maintenance requirements.
14.3 Recommendations by BlokPort are general commercial assistance unless expressly incorporated as a written Product warranty.
14.4 The Buyer must engage qualified architects, engineers, fabricators, installers or other professionals where appropriate.
14.5 BlokPort is not liable for errors in Buyer Materials or for Products manufactured, selected or cut in accordance with those materials.
14.6 The Buyer must promptly clarify inconsistencies or missing information. BlokPort may rely on the latest written instruction received from an authorised representative.
15. PRODUCT SAFETY AND STONE DUST
15.1 Blocks, slabs, A-frames, crates and bundles are extremely heavy and may cause serious injury or property damage if handled improperly.
15.2 The Buyer must ensure that unloading, storage, fabrication, transport and installation are performed by trained personnel using suitable equipment and safe procedures.
15.3 Cutting, drilling, grinding, sanding, polishing or otherwise working stone may generate hazardous dust, including respirable crystalline silica.
15.4 The Buyer is solely responsible for:
a. workplace risk assessment;
b. wet-cutting or other appropriate dust-suppression measures;
c. local exhaust and ventilation;
d. respiratory and personal protective equipment;
e. exposure monitoring and health surveillance where required;
f. employee training and warning;
g. safe waste disposal; and
h. compliance with occupational-health and environmental law.
15.5 Products must not be dry-cut where prohibited or where dry cutting would create an uncontrolled health risk.
15.6 The Buyer must pass appropriate safety information to employees, contractors, fabricators, installers and downstream customers.
16. PRE-SHIPMENT INSPECTION AND QUALITY CONTROL
16.1 Where included in the Order, BlokPort will coordinate a pre-shipment inspection directly or through an independent inspection company.
16.2 Unless otherwise specified, inspection is visual, non-destructive and sample-based.
16.3 Inspection does not constitute:
a. laboratory testing;
b. engineering certification;
c. a guarantee of fabrication yield;
d. confirmation of suitability for a particular installation;
e. detection of every latent or internal characteristic; or
f. an independent warranty additional to the Contract.
16.4 The inspection scope may include identity, visible appearance, finish, approximate dimensions, thickness, labelling, packing and documentation, as stated in the Order.
16.5 BlokPort may provide photographs, video or an inspection report for approval.
16.6 Unless a different period is stated, the Buyer must submit any objection within one Business Day after receipt of pre-shipment approval materials.
16.7 Approval, failure to object within the stated time, or an instruction to ship constitutes acceptance of matters reasonably visible in those materials.
16.8 BlokPort may remedy a pre-shipment issue by repair, repacking, replacement, reprocessing, price adjustment or removal of the affected Product.
16.9 The Buyer may request additional inspection, testing or attendance at its own cost and subject to operational feasibility.
16.10 Any independent inspector’s services are also subject to that inspector’s terms, methods, limitations and exclusions.
17. PACKING AND LOADING
17.1 Products will be packed in a manner BlokPort or the Supplier considers commercially appropriate for the Product and agreed transport method.
17.2 Packaging may include timber crates, bundles, metal A-frames, pallets, braces, straps, wedges, protective film and other materials.
17.3 Packaging is intended to reduce ordinary transport risk but cannot eliminate all risk of edge damage, movement, moisture, condensation, vibration or breakage.
17.4 Special packing requirements must be agreed before the Order is accepted and may result in additional charges.
17.5 Unless sold to the Buyer, reusable frames, racks, pallets, containers and transport equipment remain the property of BlokPort, the Supplier or carrier.
17.6 The Buyer must return reusable equipment within the required time and condition. Deposits, rental charges, repair costs and replacement charges may apply.
17.7 The Buyer must not release straps, braces or restraints before the load has been stabilised using suitable unloading equipment.
18. PRICES
18.1 Prices are stated in the currency identified in the quotation or Order Confirmation.
18.2 Unless expressly included, prices exclude:
a. VAT, sales tax and similar taxes;
b. import duties and anti-dumping or safeguard duties;
c. inspection and laboratory testing;
d. storage, detention and demurrage;
e. unloading;
f. special permits or access equipment;
g. installation and fabrication; and
h. Finance Provider fees.
18.3 Where an Order is expressly quoted as an all-inclusive delivered price, the included elements will be identified in the Order Confirmation.
18.4 Bank charges, intermediary-bank fees and currency-conversion costs are payable by the Buyer.
18.5 Payment must be made in the invoiced currency without deduction.
18.6 Where a quotation is based on an exchange-rate assumption and expressly identified as provisional, BlokPort may adjust the final price in accordance with the stated mechanism.
19. TAXES, VAT AND CUSTOMS STATUS
19.1 The Buyer must provide valid VAT, EORI, importer and customs information requested by BlokPort.
19.2 The Buyer warrants that all tax, customs and intended-use information it supplies is accurate.
19.3 If a transaction is invoiced without VAT or under a reverse-charge, export or other relief and the treatment is later rejected because of inaccurate Buyer information, missing evidence or the Buyer’s conduct, the Buyer must reimburse:
a. the tax or duty assessed;
b. interest and penalties;
c. professional and administrative costs; and
d. reasonable losses suffered by BlokPort.
19.4 The Order Confirmation will identify, directly or through the applicable Incoterm, whether BlokPort, the Buyer or another party is intended to act as importer of record.
19.5 Where the Buyer is importer of record, it remains legally responsible for import declarations and post-clearance obligations even if BlokPort coordinates a broker, fiscal representative or customs agent.
19.6 Where BlokPort is importer of record, the Buyer must provide all end-use, destination and customer information reasonably required for lawful importation.
19.7 Customs clearance timing is subject to governmental and third-party processes.
20. PAYMENT
20.1 Payment is due on the date and under the method stated in the invoice, Order Confirmation or approved Finance Provider arrangement.
20.2 The Buyer must make payment to the bank account or Finance Provider formally designated by BlokPort.
20.3 Changes to payment instructions are valid only if communicated through an authorised BlokPort channel. The Buyer must independently verify unusual or changed bank details.
20.4 Payment is effective only when cleared funds are irrevocably received.
20.5 The Buyer may not withhold payment because:
a. it has not yet resold, fabricated or installed the Product;
b. its own customer has not paid;
c. a claim concerns only part of an Order;
d. it has a separate dispute with BlokPort, a Supplier or service provider; or
e. it seeks to exercise an unagreed set-off.
20.6 The Buyer may not make a deduction, chargeback, retention, counterclaim or set-off unless BlokPort agrees in writing or the right cannot lawfully be excluded.
20.7 Payments may be applied first to collection costs, interest and older invoices, regardless of payment references supplied by the Buyer.
21. THIRD-PARTY TRADE CREDIT AND DEFERRED PAYMENT
21.1 Deferred payment, including advertised zero-deposit or 30-, 45- or 60-day terms, is available only to approved Buyers and is subject to the applicable credit limit and transaction approval.
21.2 Credit decisions may be made by BlokPort, a Finance Provider or both.
21.3 Applying for credit does not guarantee approval. BlokPort is not responsible for a Finance Provider’s decision, processing time, credit limit, terms or withdrawal of approval.
21.4 The Buyer must provide all information and documentation required for:
a. identity and beneficial-owner verification;
b. credit assessment;
c. fraud prevention;
d. sanctions screening;
e. anti-money-laundering checks;
f. credit insurance; and
g. ongoing credit monitoring.
21.5 The Buyer authorises BlokPort to disclose relevant corporate, ownership, transaction, invoice, delivery and payment information to Finance Providers, credit insurers, debt collectors and professional advisers.
21.6 Deferred-payment terms may be documented in:
a. the Order Confirmation;
b. a Finance Provider agreement;
c. a payment undertaking;
d. a direct-debit mandate;
e. a guarantee; or
f. another financing document.
21.7 Where a Finance Provider purchases or is assigned an invoice or receivable:
a. the Buyer must pay the Finance Provider as directed;
b. payment to another person does not discharge the debt unless authorised;
c. BlokPort may provide proof of delivery and claim information to the Finance Provider; and
d. the assignment does not reduce the Buyer’s payment obligation.
21.8 A Product complaint does not automatically suspend an obligation owed to a Finance Provider. The Buyer must follow the dispute procedure in the applicable finance agreement and these Terms.
21.9 If credit approval is withdrawn, reduced or expires before full payment, BlokPort may:
a. require prepayment;
b. require a deposit, guarantee or other security;
c. reduce the Order;
d. suspend procurement or shipment; or
e. cancel the unperformed portion.
21.10 Credit terms may be withdrawn for future Orders at any time.
21.11 If the Buyer’s financial position materially deteriorates, information proves inaccurate, an insolvency event occurs or payment risk reasonably increases, all outstanding amounts may become immediately due.
22. LATE PAYMENT
22.1 An amount not paid when due bears interest from the due date until payment at the higher of:
a. 1.5% per month; or
b. the statutory rate for late payment applicable to commercial transactions,
subject to any maximum imposed by Applicable Law.
22.2 The Buyer must also pay:
a. any statutory fixed recovery amount;
b. reasonable legal, collection and enforcement costs;
c. Finance Provider charges caused by the default;
d. storage, detention and demurrage arising from the default; and
e. costs of recovering or protecting Products subject to retention of title.
22.3 BlokPort may suspend any Account, Order, reservation, shipment, delivery, warranty service or credit facility while any amount is overdue.
22.4 All amounts owed under any Contract may become immediately payable following a material payment default.
22.5 Acceptance of a late or partial payment does not waive BlokPort’s rights.
23. RETENTION OF TITLE AND SECURITY
23.1 Risk and title are separate.
23.2 To the fullest extent permitted by law, title to Products does not pass to the Buyer until BlokPort and any relevant Finance Provider have received all amounts due from the Buyer under the Contract and any related transaction.
23.3 Until title passes, the Buyer must:
a. keep the Products identifiable;
b. store them safely and appropriately;
c. maintain insurance for their full replacement value;
d. not pledge, charge or grant security over them;
e. keep records identifying their location and any onward sale; and
f. notify BlokPort of seizure, insolvency or third-party claims.
23.4 The Buyer may process or resell Products in the ordinary course of business before title passes only while it is not in default.
23.5 To the fullest extent permitted by the law where the Products are located:
a. BlokPort’s title or security interest extends to identifiable processed Products;
b. the Buyer assigns receivables arising from resale up to the unpaid amount;
c. the Buyer must account for resale proceeds; and
d. BlokPort may perfect, register or notify an equivalent security right.
23.6 The Buyer authorises BlokPort to execute or file documents reasonably required to protect retention-of-title or security rights, to the extent legally permissible.
23.7 Following default, BlokPort may enter commercial premises at a reasonable time to identify, secure or recover unpaid Products, subject to mandatory law.
23.8 Recovery of Products does not prevent BlokPort claiming any remaining debt, damage or cost.
24. DELIVERY TERMS AND INCOTERMS
24.1 The Order Confirmation must identify the applicable Incoterm and named place or port where relevant.
24.2 The named Incoterm determines the allocation of delivery obligations, costs and transit risk, subject to any express modification in the Order Confirmation.
24.3 General expressions such as “delivered,” “door-to-door,” “managed delivery” or “fully managed import” do not override the named Incoterm.
24.4 Where an Incoterm is omitted, the parties will determine the applicable delivery term from the Order Confirmation, included services and intended delivery structure. No Incoterm will be implied solely from website marketing.
24.5 Where BlokPort arranges transport beyond the point at which risk has passed to the Buyer, it may do so as the Buyer’s commercial coordinator or contracting carrier, as stated in the Order Confirmation.
24.6 BlokPort may select and replace carriers, routes, ports, terminals, warehouses, customs brokers and subcontractors where reasonably necessary.
24.7 BlokPort may reroute a shipment because of congestion, strikes, safety issues, sanctions, carrier changes, customs requirements or other operational reasons.
25. DELIVERY DATES
25.1 Production, sailing, arrival and delivery dates are estimates unless the Order Confirmation expressly states that a date is guaranteed.
25.2 Time is not of the essence unless expressly agreed in a signed document.
25.3 Estimated dates may be affected by:
a. quarry and production schedules;
b. inspection and reworking;
c. export documentation;
d. vessel availability and sailing changes;
e. port congestion;
f. customs clearance;
g. government inspections;
h. weather;
i. strikes and labour disruption;
j. final-mile scheduling; and
k. events beyond BlokPort’s reasonable control.
25.4 A delay does not entitle the Buyer to cancel, refuse delivery or claim damages unless:
a. BlokPort is in material breach;
b. the Buyer gives a reasonable final period for performance; and
c. performance still does not occur within that period.
25.5 BlokPort is not liable for project delay, labour downtime, lost appointments, missed installation dates, penalties owed by the Buyer to third parties or other consequential losses.
26. PARTIAL AND EARLY DELIVERY
26.1 BlokPort may deliver in instalments or separate shipments.
26.2 Each instalment may be separately invoiced.
26.3 Delay or nonconformity affecting one instalment does not entitle the Buyer to reject unaffected instalments.
26.4 BlokPort may deliver earlier than the estimated date after reasonable notice.
27. BUYER’S DELIVERY OBLIGATIONS
27.1 The Buyer must provide accurate delivery information and notify BlokPort of access restrictions before the Order is accepted.
27.2 The Buyer must ensure the Delivery Location:
a. is legally and safely accessible to the delivery vehicle;
b. has adequate road, yard, floor and load-bearing capacity;
c. has sufficient turning, parking and unloading space;
d. is available during the delivery window;
e. has trained personnel present; and
f. has suitable cranes, forklifts, clamps, frames and unloading equipment.
27.3 Unless expressly included, unloading is the Buyer’s responsibility.
27.4 Drivers and carriers may refuse unsafe unloading.
27.5 If delivery fails or is delayed because of the Buyer, the Buyer must pay resulting:
a. waiting time;
b. redelivery;
c. storage;
d. demurrage and detention;
e. lifting or special-equipment charges;
f. permits; and
g. reasonable administration costs.
27.6 Delivery may be deemed completed where Products are made available at the agreed location but cannot be unloaded for reasons attributable to the Buyer.
27.7 The Buyer is responsible for the safety of unloading operations under its control.
28. CUSTOMS HOLDS, DEMURRAGE AND STORAGE
28.1 The Buyer must provide documents and instructions within the time requested.
28.2 Costs arising from delay attributable to the Buyer, its customs status, its broker, its documents or its Delivery Location are payable by the Buyer.
28.3 Where a shipment is held for reasons outside either party’s control, costs will be allocated in accordance with the Incoterm and the cause of the hold.
28.4 BlokPort may move Products into storage where necessary and may withhold release until all applicable costs are paid or secured.
28.5 If the Buyer fails to collect or accept Products for more than 30 days after notice, BlokPort may, after further notice:
a. continue storage at the Buyer’s cost;
b. return the Products where practicable;
c. resell or dispose of the Products; and
d. apply proceeds against amounts due.
The Buyer remains responsible for any shortfall and reasonable costs.
29. PASSING OF RISK
29.1 Risk passes at the point determined by the agreed Incoterm or the express provisions of the Order Confirmation.
29.2 If the Buyer delays acceptance or fails to provide required delivery instructions, risk may pass when the Products are made available for delivery.
29.3 After risk passes, the Buyer bears the risk of loss, damage, theft, deterioration and destruction, subject to any applicable cargo insurance.
29.4 Retention of title does not prevent risk from passing to the Buyer.
30. CARGO INSURANCE
30.1 Where the Order states that cargo insurance is included, BlokPort will arrange insurance with a reputable insurer or broker for the insured transit and declared value stated in the policy or insurance certificate.
30.2 The expression “fully insured” means insured subject to:
a. the policy wording;
b. insured risks and exclusions;
c. policy limits;
d. deductibles;
e. packing and notification requirements;
f. survey requirements; and
g. the insurer’s final coverage decision.
30.3 Cargo insurance is not a guarantee that every loss will be covered or paid in full.
30.4 Unless expressly agreed, insurance does not cover:
a. inherent vice or natural characteristics;
b. ordinary leakage, shrinkage or wear;
c. insufficient or unsuitable packing not arranged by BlokPort;
d. delay or loss of market;
e. fabrication or installation loss;
f. unattended storage after delivery; or
g. losses excluded under sanctions or war-risk provisions.
30.5 The Buyer must comply with claim-preservation requirements, including:
a. noting damage on transport documents;
b. taking photographs before and during unloading;
c. preserving packaging;
d. notifying BlokPort immediately;
e. allowing a survey; and
f. mitigating further loss.
30.6 If the Buyer prejudices an insurance claim, BlokPort’s liability is reduced by the amount that could otherwise have been recovered.
30.7 Where risk has passed to the Buyer, insurance proceeds received by BlokPort for an insured Buyer loss will be accounted for after deducting applicable policy excesses and reasonable claim costs.
31. INSPECTION ON DELIVERY
31.1 The Buyer must inspect the shipment immediately upon arrival and before signing an unqualified proof of delivery.
31.2 Before unloading where reasonably possible, the Buyer must inspect:
a. container and seal condition;
b. visible movement or impact;
c. crates, frames and packaging;
d. water entry;
e. visible breakage;
f. Product identity; and
g. package count.
31.3 Visible damage or shortage must be clearly and specifically recorded on the bill of lading, CMR, delivery receipt or proof of delivery.
31.4 Signatures such as “unchecked” or general reservations may be insufficient for a carrier or insurance claim.
31.5 The Buyer must photograph or video:
a. the unopened container or vehicle;
b. seal numbers;
c. damaged packaging;
d. loading arrangement;
e. the Products before movement; and
f. the unloading process where damage is suspected.
31.6 Signing without a specific reservation is evidence that the shipment was delivered externally intact and in the stated package quantity.
32. CLAIM NOTIFICATION DEADLINES
32.1 The following deadlines apply to the fullest extent permitted by law:
a. visible transit damage or package shortage: notation on the delivery document and written notice to BlokPort within 24 hours;
b. incorrect Product, quantity or other visible nonconformity: written notice within three Business Days after delivery;
c. latent nonconformity not reasonably discoverable on initial inspection: written notice within five Business Days after discovery and no later than 30 calendar days after delivery.
32.2 Failure to notify within the applicable deadline constitutes acceptance and waiver of the claim, except where the defect was fraudulently concealed or mandatory law provides otherwise.
32.3 Notice must include:
a. Order and invoice number;
b. Product, slab, bundle, crate or block identification;
c. delivery and discovery dates;
d. detailed description;
e. photographs and video;
f. measurements;
g. delivery documents;
h. quantity affected; and
i. requested resolution.
32.4 The Buyer must preserve the affected Product and packaging and must not alter, fabricate, install, resell or dispose of it without BlokPort’s consent.
32.5 BlokPort may inspect directly or appoint a surveyor.
32.6 The Buyer must take reasonable steps to prevent further loss.
32.7 No unauthorised deduction, repair, disposal or replacement cost will be accepted.
33. FABRICATION AND INSTALLATION
33.1 The Buyer must inspect and approve every Product before cutting, drilling, polishing, treating, fabricating, installing or reselling it.
33.2 Fabrication, installation or resale constitutes acceptance of all characteristics that were or should reasonably have been discovered beforehand.
33.3 BlokPort is not responsible for:
a. fabrication errors;
b. template or measurement errors;
c. breakage during handling or fabrication after risk passes;
d. unsuitable machinery or tooling;
e. adhesive, grout or sealer failure;
f. staining caused by treatment or installation materials;
g. substrate movement;
h. poor installation;
i. lippage or layout decisions;
j. failure to blend tiles or slabs before installation; or
k. failure to follow professional stone-industry practices.
33.4 The Buyer must dry-lay, blend and inspect tiles or patterned material where necessary before installation.
33.5 Claims for colour, shade, finish, pattern or visible characteristics are not accepted after installation.
34. PRODUCT WARRANTY
34.1 BlokPort warrants that, at the point risk passes, Products will materially conform to the express written specifications in the Order Confirmation, subject to:
a. natural-stone characteristics;
b. agreed and customary tolerances;
c. approved images, samples and inspection materials; and
d. the exclusions in these Terms.
34.2 No representation, website content, oral statement or sample creates an additional warranty unless expressly incorporated into the Order Confirmation.
34.3 To the fullest extent permitted by law, BlokPort excludes implied warranties and conditions relating to:
a. merchantability;
b. satisfactory quality beyond the express specification;
c. fitness for a particular purpose;
d. exact matching;
e. uninterrupted availability;
f. resale value or profitability; and
g. suitability for a destination-specific regulatory or construction purpose not expressly agreed.
34.4 No warranty extends beyond the Buyer to its customer, installer, contractor or other third party unless mandatory law requires otherwise.
35. EXCLUSIVE REMEDIES
35.1 For a valid Product claim, BlokPort may choose to:
a. repair or arrange repair;
b. rework or refinish the Product;
c. replace the affected Product;
d. supply a reasonable equivalent accepted by the Buyer;
e. issue a credit;
f. reduce the price; or
g. refund the net price paid for the affected Product.
35.2 BlokPort is not required to replace an entire shipment because an isolated portion is nonconforming.
35.3 Replacement is subject to availability and may differ naturally from the original Product.
35.4 Refund or replacement may be conditional on return, release, collection or documented destruction of the affected Product.
35.5 These remedies are the Buyer’s exclusive remedies for Product nonconformity, subject to liability that cannot legally be limited.
35.6 BlokPort does not reimburse fabrication, installation, removal, reinstallation, project-delay or downstream customer costs unless expressly agreed or required by mandatory law.
36. RETURNS
36.1 Products may not be returned without a written return authorisation from BlokPort.
36.2 Natural stone selected from unique inventory, specially procured Products, cut-to-size Products, custom-finished Products and imported-to-order Products are non-returnable.
36.3 An authorised return must:
a. use the approved transport method;
b. be properly packed;
c. include all identification and documentation; and
d. arrive in unchanged condition.
36.4 Unauthorised returns may be refused or stored at the Buyer’s risk and cost.
36.5 Where a discretionary return is accepted without Product nonconformity, BlokPort may deduct:
a. transport and handling;
b. inspection and repacking;
c. customs and tax costs;
d. depreciation; and
e. a restocking charge stated in the authorisation.
37. CANCELLATION AND ORDER CHANGES BY THE BUYER
37.1 The Buyer may not cancel or modify an accepted Order without BlokPort’s written agreement.
37.2 BlokPort may condition consent on payment of:
a. all Supplier, production, inspection, transport and administrative costs incurred;
b. commitments that cannot be cancelled;
c. customs, storage and financing costs;
d. diminution in Product value; and
e. a reasonable cancellation charge reflecting lost margin and reserved capacity.
37.3 Unless a lower amount is agreed, the cancellation charge may be up to 20% of the cancelled Order value in addition to nonrecoverable third-party costs, but will not exceed a legally enforceable and commercially reasonable amount.
37.4 Once Products have been cut, processed, packed, loaded, shipped or specially procured, cancellation may be refused entirely.
37.5 A request to change destination, Incoterm, delivery method, quantity, Product, finish or documentation may be treated as a cancellation and new Order.
38. CANCELLATION OR SUSPENSION BY BLOKPORT
38.1 BlokPort may suspend or cancel an affected Order where:
a. Products become unavailable;
b. a Supplier cannot lawfully or reliably perform;
c. credit approval is refused or withdrawn;
d. the Buyer fails compliance checks;
e. payment or security is not provided;
f. sanctions or export restrictions apply;
g. performance would be unlawful;
h. the Buyer is insolvent or at material risk of insolvency;
i. the Buyer materially breaches the Contract;
j. a force-majeure event continues for an unreasonable period; or
k. a manifest listing or pricing error occurred.
38.2 Where cancellation is not caused by Buyer breach, BlokPort will refund amounts received for the unperformed cancelled portion, subject to any lawful deduction expressly agreed.
38.3 Refund of the unperformed portion is the Buyer’s exclusive remedy for cancellation caused by Product unavailability or lawful inability to perform, except in cases of intentional misconduct.
39. SANCTIONS, EXPORT CONTROLS AND TRADE COMPLIANCE
39.1 Each party must comply with applicable sanctions, export controls, customs laws, anti-boycott rules and trade restrictions.
39.2 The Buyer represents and warrants that neither it nor, to its knowledge, its owners, directors, controllers, agents, end customers or financing parties are:
a. subject to applicable asset-freeze or blocking sanctions;
b. owned or controlled by a sanctioned person;
c. located in a prohibited jurisdiction for the transaction; or
d. acting to evade or circumvent sanctions.
39.3 The Buyer must not resell, export, re-export, transfer or divert Products in violation of Applicable Law.
39.4 BlokPort may screen parties, banks, vessels, routes, destinations and end users.
39.5 BlokPort may request end-use statements, ownership information, licences and supporting documents.
39.6 BlokPort may suspend, reroute, reject or cancel a transaction without liability where it reasonably considers that performance may:
a. breach sanctions or trade restrictions;
b. expose BlokPort or its service providers to enforcement risk;
c. cause a bank, insurer, carrier or Finance Provider to refuse participation; or
d. facilitate circumvention.
39.7 BlokPort is not required to take an action that would expose it to penalties or unlawful restrictions.
40. ANTI-BRIBERY, FRAUD AND MONEY LAUNDERING
40.1 The Buyer must comply with applicable anti-bribery, anti-corruption, anti-fraud and anti-money-laundering laws.
40.2 The Buyer must not offer, promise, give, request or accept an improper payment or advantage in connection with BlokPort.
40.3 Payments must originate from an account held by the Buyer or another approved payer.
40.4 BlokPort may reject third-party payments or require evidence of source of funds.
40.5 Suspicious transactions may be delayed, rejected or reported as required by law.
40.6 The Buyer must promptly notify BlokPort of suspected fraud involving an Order, payment instruction or Account.
41. NON-CIRCUMVENTION
41.1 BlokPort invests in identifying, qualifying and coordinating Suppliers and commercial opportunities.
41.2 The Buyer must not directly or indirectly circumvent BlokPort in relation to an Introduced Supplier.
41.3 Without BlokPort’s prior written consent, the Buyer must not, during the period beginning with introduction and ending 24 months after the latest disclosure, quotation, Order or transaction involving the Introduced Supplier:
a. purchase directly from the Introduced Supplier outside BlokPort;
b. purchase through an affiliate, agent, nominee or other intermediary;
c. facilitate a purchase by another person intended to avoid BlokPort;
d. solicit direct pricing intended to bypass BlokPort;
e. enter into a supply, agency, distribution, commission or similar arrangement designed to exclude BlokPort; or
f. use confidential information obtained through BlokPort to reproduce the commercial opportunity independently.
41.4 Technical communication, inspection attendance or operational contact with a Supplier does not permit the Buyer to negotiate or contract outside BlokPort.
41.5 This restriction does not apply where the Buyer proves with contemporaneous written records that it had an active commercial relationship with the Supplier during the 12 months before introduction by BlokPort.
41.6 The Buyer must disclose a claimed pre-existing relationship within five Business Days after the Supplier is introduced.
41.7 If the Buyer breaches this Clause, it must pay BlokPort, as a reasonable estimate of commercial loss and not as a penalty, the greater of:
a. the gross margin, commission and fees BlokPort would reasonably have earned; or
b. 15% of the total value of the circumvented transactions,
together with reasonable investigation and enforcement costs.
41.8 If the stated amount is held unenforceable or disproportionate, BlokPort may recover its proven actual loss to the fullest extent permitted by law.
41.9 Each separate purchase or shipment may constitute a separate breach.
41.10 BlokPort may seek injunctive or equivalent relief to prevent threatened or continuing circumvention.
42. CONFIDENTIALITY
42.1 The Buyer must keep confidential all non-public information concerning:
a. Supplier identities and contacts;
b. inventory and availability;
c. purchase prices and margins;
d. freight arrangements and routes;
e. inspection methods;
f. buyer-network information;
g. Finance Provider arrangements;
h. platform data and functionality; and
i. BlokPort’s business model, documentation and commercial processes.
42.2 Confidential information may be used only for evaluating and performing transactions with BlokPort.
42.3 The Buyer may disclose information to employees, professional advisers and contractors who need it and are bound by equivalent confidentiality obligations.
42.4 Confidentiality does not apply to information the Buyer proves:
a. was lawfully public without breach;
b. was already lawfully known;
c. was independently developed; or
d. must be disclosed by law or court order.
42.5 Where legally permitted, the Buyer must give advance notice of compelled disclosure.
42.6 These obligations continue for five years after the last transaction, while trade secrets remain protected for so long as they remain trade secrets.
43. WEBSITE AND PLATFORM USE
43.1 BlokPort grants the Buyer a limited, revocable, non-exclusive and non-transferable right to use the platform for legitimate business purchasing.
43.2 The Buyer must not:
a. scrape, crawl or systematically download platform content;
b. copy inventory databases;
c. reverse engineer platform functionality;
d. interfere with security or availability;
e. upload malware;
f. create false Accounts;
g. impersonate another person;
h. use automated purchasing tools without consent;
i. publish confidential pricing or Supplier information; or
j. use platform content to create a competing sourcing database or service.
43.3 BlokPort may monitor usage for security, compliance and service improvement.
43.4 Platform access may be interrupted for maintenance, updates, security incidents or third-party failures.
43.5 BlokPort does not warrant that the website or platform will always be available, error-free or compatible with every system.
44. INTELLECTUAL PROPERTY
44.1 All rights in the BlokPort name, platform, software, layout, text, processes, databases, reports, photography and content belong to BlokPort or its licensors.
44.2 No rights are transferred except the limited platform-use right expressly granted.
44.3 Product photographs and scans may be subject to Supplier or photographer rights.
44.4 The Buyer must not use Supplier or Product content outside legitimate evaluation, purchase and resale of Products without permission.
44.5 The Buyer grants BlokPort a non-exclusive, worldwide, royalty-free licence to use Buyer Materials as necessary to quote, procure, manufacture, inspect, deliver and administer the Contract.
44.6 The Buyer warrants that BlokPort’s authorised use of Buyer Materials will not infringe third-party rights.
45. DATA PROTECTION
45.1 Personal data is processed in accordance with BlokPort’s Privacy Policy and Applicable Law.
45.2 The Buyer must ensure that individuals whose information it provides have received appropriate privacy information.
45.3 BlokPort may share relevant information with Suppliers, inspectors, carriers, warehouses, customs brokers, insurers, Finance Providers, credit agencies, professional advisers and authorities where reasonably necessary.
45.4 Commercial and transaction records may be retained for legal, tax, accounting, insurance, compliance, credit and dispute-resolution purposes.
45.5 The Buyer must maintain lawful and appropriate safeguards for personal data accessed through the platform.
46. REGULATORY DOCUMENTATION
46.1 BlokPort will provide Product documentation expressly identified in the Order Confirmation or required by mandatory law for the Product as supplied.
46.2 The Buyer must notify BlokPort before ordering of destination-specific documentation, certification, testing or labelling requirements.
46.3 Unless expressly agreed, BlokPort does not warrant that a Product is certified for every possible end use or jurisdiction.
46.4 The Buyer is responsible for regulatory consequences of:
a. further fabrication or processing;
b. combining Products with other materials;
c. relabelling;
d. installing in a regulated application;
e. exporting to another destination; or
f. making downstream performance claims.
46.5 Supplier declarations and certificates may be provided in reliance on information received from the issuing party.
47. THIRD-PARTY SERVICES
47.1 BlokPort may subcontract Services to qualified third parties.
47.2 Third-Party Services may be subject to mandatory transport conventions, carrier terms, port conditions, insurance policies, customs rules and other industry conditions.
47.3 Where legally applicable, the Buyer is bound by or receives the benefit of those conditions.
47.4 BlokPort is not responsible for an independent third party’s act or omission beyond the liability BlokPort would have under the Contract and mandatory law.
47.5 BlokPort may pass through rights against a carrier, insurer, inspector or other third party as part of resolving a claim.
47.6 The Buyer must reasonably cooperate in claims against third-party service providers.
48. FORCE MAJEURE
48.1 BlokPort is not liable for delay or non-performance caused by an event beyond its reasonable control.
48.2 Such events include:
a. natural disaster, earthquake, flood, storm, fire or extreme weather;
b. epidemic, pandemic or public-health restriction;
c. war, invasion, terrorism, piracy, civil unrest or political disruption;
d. sanctions, embargoes, export bans or licence refusals;
e. quarry closure or government restriction;
f. strike, lockout or labour disruption;
g. port congestion or closure;
h. vessel cancellation, blank sailing or carrier failure;
i. container, equipment, fuel or transport shortage;
j. customs hold or government inspection;
k. cyberattack, communications failure or utility outage;
l. seizure or compulsory government action; and
m. critical Supplier failure not reasonably avoidable by BlokPort.
48.3 BlokPort may:
a. extend the performance period;
b. change route, carrier, port or warehouse;
c. make partial delivery;
d. allocate limited inventory among buyers;
e. suspend performance; or
f. cancel the affected portion.
48.4 BlokPort will use commercially reasonable efforts to mitigate the effect but is not required to incur disproportionate cost.
48.5 If an event continues for more than 90 days, either party may terminate the affected unperformed portion by written notice.
48.6 Amounts due for Products or Services already supplied remain payable.
49. HARDSHIP AND CHANGE IN LAW
49.1 Where a change in law, duty, sanction, route restriction or governmental requirement makes performance unlawful, BlokPort may cancel the affected portion.
49.2 Where performance remains lawful but the scope must materially change, the parties will seek a commercially reasonable adjustment.
49.3 If no adjustment is agreed, BlokPort may cancel the affected unperformed portion and refund amounts paid for that portion.
49.4 Buyer-caused costs and obligations already irrevocably incurred remain payable.
50. BUYER DEFAULT AND INSOLVENCY
50.1 The Buyer is in default if it:
a. fails to pay when due;
b. breaches these Terms and does not remedy a remediable breach promptly;
c. provides materially inaccurate information;
d. exceeds or loses its credit limit;
e. becomes insolvent or unable to pay debts;
f. enters restructuring, administration, liquidation or analogous proceedings;
g. ceases or threatens to cease business;
h. has assets seized;
i. suffers a material adverse change in financial condition; or
j. creates material sanctions, fraud or reputational risk.
50.2 On default, BlokPort may:
a. suspend Account access;
b. suspend procurement, shipment or delivery;
c. cancel reservations;
d. declare all sums immediately due;
e. require cash in advance or security;
f. exercise retention-of-title rights;
g. terminate Contracts; and
h. recover resulting loss and costs.
50.3 These remedies are cumulative.
51. BUYER INDEMNITY
51.1 The Buyer must indemnify BlokPort, its affiliates, officers, employees and contractors against third-party claims, losses, fines, duties, damages and reasonable costs arising from:
a. inaccurate Buyer information or instructions;
b. Buyer Materials;
c. improper storage, handling, fabrication or installation;
d. unsafe unloading;
e. unauthorised Product claims or representations made downstream;
f. violation of sanctions, customs, tax or export law by the Buyer;
g. failure to provide required end-use or importer information;
h. infringement caused by Buyer Materials;
i. resale or use outside the agreed destination;
j. Product modification after delivery; or
k. breach of confidentiality or non-circumvention obligations.
51.2 The indemnity does not apply to the extent a claim results from BlokPort’s intentional misconduct or liability that cannot lawfully be excluded.
51.3 BlokPort must provide reasonable notice of an indemnified claim and permit reasonable Buyer participation in the defence, provided BlokPort retains control where its interests may be materially affected.
52. EXCLUSION OF CERTAIN LOSSES
52.1 To the fullest extent permitted by law, BlokPort is not liable for:
a. loss of profit, revenue, margin or anticipated savings;
b. loss of business, opportunity, goodwill or reputation;
c. loss of contract or customer;
d. project delay or downtime;
e. liquidated damages or penalties owed by the Buyer to third parties;
f. fabrication, installation, removal or reinstallation costs;
g. substitute-material procurement costs exceeding the agreed remedy;
h. loss caused by inaccurate Buyer instructions;
i. damage arising after unauthorised processing or installation; or
j. indirect, special, incidental, exemplary or consequential loss.
52.2 These exclusions apply whether the claim is framed in contract, tort, negligence, misrepresentation, restitution, statute or otherwise.
52.3 BlokPort is not liable for a loss the Buyer could reasonably have avoided or mitigated.
53. LIMITATION OF LIABILITY
53.1 Subject to Clause 53.4, BlokPort’s total aggregate liability arising from an Order will not exceed the net purchase price paid or payable for the specific affected Products or Services giving rise to the claim.
53.2 Where a claim affects only part of an Order, the cap is limited to the net price of that affected part.
53.3 Insurance availability does not increase BlokPort’s contractual liability cap.
53.4 Nothing in these Terms excludes or limits liability for:
a. fraud or fraudulent misrepresentation;
b. wilful misconduct or intentional non-performance;
c. death or personal injury to the extent caused by liability that cannot lawfully be excluded; or
d. any liability that Applicable Law prohibits from being excluded or limited.
53.5 Where a limitation is unenforceable as written, it will apply to the maximum extent legally permitted.
53.6 The pricing of Products and Services reflects the allocation of risk in these Terms.
54. CLAIM LIMITATION PERIOD
54.1 No legal proceeding concerning an Order may be commenced more than 12 months after the event giving rise to the claim or, for a properly notified latent Product claim, more than 12 months after delivery.
54.2 This contractual period applies only to the extent permitted by Applicable Law and does not shorten a period that cannot lawfully be shortened.
54.3 This Clause does not extend the inspection and notification deadlines in Clause 32.
55. NO RELIANCE
55.1 The Buyer confirms that it has not relied on a representation not expressly included in the Contract.
55.2 Website material, sales presentations, projections, comparisons and general recommendations are informational unless expressly incorporated into an Order Confirmation.
55.3 Nothing excludes liability for fraudulent misrepresentation.
56. ASSIGNMENT AND SUBCONTRACTING
56.1 The Buyer may not assign, transfer, charge or subcontract its rights or obligations without BlokPort’s written consent.
56.2 BlokPort may assign or transfer:
a. receivables to a Finance Provider;
b. insurance claims;
c. Contracts to an affiliate or successor; and
d. performance obligations to subcontractors,
provided this does not materially reduce the Buyer’s express contractual rights.
56.3 BlokPort may subcontract sourcing, inspection, logistics, customs, storage and administration.
57. NO PARTNERSHIP OR AGENCY
57.1 Nothing in the Contract creates a partnership, joint venture, fiduciary relationship, franchise or employment relationship.
57.2 Neither party may bind the other except as expressly authorised.
57.3 The Buyer does not become BlokPort’s distributor, agent or exclusive customer merely by receiving Account access.
58. NOTICES
58.1 Notices relating to claims, breach, termination, confidentiality, non-circumvention or dispute must be in writing.
58.2 Notices to BlokPort must be sent to: info@blokport.com
and, where requested:
Materials Traders OÜ, Narva mnt 5, 10117 Tallinn, Estonia
58.3 Notices to the Buyer may be sent to the Account email, registered office, invoice address or another formally designated address.
58.4 Email notice is deemed received:
a. on the same Business Day if sent before 17:00 Estonian time without delivery failure; or
b. on the next Business Day if sent later.
58.5 Operational messages may be sent through the platform, email, telephone or messaging tools used by the parties, but changes to price, Product, payment or liability require written confirmation.
59. ELECTRONIC CONTRACTING
59.1 Contracts, approvals, notices and signatures may be made electronically.
59.2 Clicking an acceptance button, applying an electronic signature, approving through an Account or confirming by authorised email has the same contractual effect as a handwritten signature to the extent permitted by law.
59.3 BlokPort may retain electronic records as evidence of acceptance, instructions, approvals, delivery and communications.
60. AMENDMENTS TO THESE TERMS
60.1 BlokPort may amend these Terms for future Orders.
60.2 The version accepted when an Order is placed governs that Order unless:
a. the parties expressly agree otherwise;
b. an amendment is required by law; or
c. an immediate change is reasonably required for sanctions, fraud or platform security.
60.3 Material amendments affecting an existing Order will be notified where reasonably practicable.
60.4 Continued platform use after an amendment constitutes acceptance for future Orders, not retroactive acceptance for completed Orders.
61. ENTIRE AGREEMENT
61.1 The Contract constitutes the entire agreement concerning the relevant Order.
61.2 It replaces prior discussions, proposals and communications concerning that Order.
61.3 Nothing in this Clause excludes fraudulent misrepresentation.
62. WAIVER
62.1 A waiver is effective only if given in writing.
62.2 A delay or failure to exercise a right does not waive it.
62.3 A waiver concerning one breach does not waive another breach.
63. SEVERABILITY AND ADJUSTMENT
63.1 If a provision is invalid or unenforceable, it will be severed or reduced only to the minimum extent necessary.
63.2 The remaining provisions remain effective.
63.3 The parties intend that an invalid provision be replaced by a valid provision that most closely reflects its commercial purpose.
64. THIRD-PARTY RIGHTS
64.1 Except for Finance Providers, insurers, assignees and indemnified persons expressly identified in these Terms, no third party has a right to enforce the Contract.
64.2 BlokPort and the Buyer may amend or terminate a Contract without third-party consent unless a Finance Provider’s acquired right requires otherwise.
65. LANGUAGE
65.1 These Terms are prepared in English.
65.2 Translations may be provided for convenience.
65.3 In the event of inconsistency, the English version prevails unless mandatory law requires otherwise.
66. GOVERNING LAW
66.1 These Terms and every Contract are governed by the substantive laws of the Republic of Estonia.
66.2 Conflict-of-law rules that would apply another jurisdiction’s law are excluded to the extent legally permissible.
66.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
67. DISPUTE RESOLUTION
67.1 The parties must first attempt in good faith to resolve a dispute through negotiation between authorised senior representatives.
67.2 A party initiating negotiation must provide a written description of the dispute and requested resolution.
67.3 If the dispute is not resolved within 20 Business Days, it will be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its applicable rules.
67.4 The arbitral tribunal will consist of one arbitrator unless the arbitration institution determines that three arbitrators are appropriate because of the value or complexity of the dispute.
67.5 The seat of arbitration will be Tallinn, Estonia.
67.6 The language of arbitration will be English.
67.7 The substantive governing law will be Estonian law.
67.8 A claim eligible for expedited arbitration under the applicable rules may be conducted under the expedited procedure.
67.9 The arbitration, evidence, submissions and award will be confidential except where disclosure is required for enforcement, legal compliance, insurance or professional advice.
67.10 Nothing prevents either party from seeking urgent interim, conservatory or injunctive relief from a competent court.
67.11 BlokPort may pursue an undisputed payment claim, retention-of-title remedy, repossession, preservation measure or security enforcement in any court having jurisdiction over the Buyer, the Products or the Buyer’s assets.
67.12 The Buyer irrevocably waives, to the fullest extent legally permitted, any objection based on inconvenient forum regarding the agreed arbitral seat.
68. SURVIVAL
Provisions concerning payment, retention of title, confidentiality, non-circumvention, intellectual property, indemnities, liability, dispute resolution, governing law and any accrued rights survive termination or completion of a Contract.
69. ACKNOWLEDGEMENT
By accepting these Terms, the Buyer confirms that:
a. it is acting in the course of business;
b. it has had an opportunity to read and retain these Terms;
c. it understands the natural variability of stone;
d. it understands that deferred payment is subject to third-party approval;
e. it understands the inspection and claim deadlines;
f. it accepts the non-circumvention obligations;
g. it accepts the liability exclusions and cap;
h. it accepts retention-of-title provisions; and
i. it accepts arbitration in Tallinn, Estonia.
SCHEDULE 1
INFORMATION TO BE INCLUDED IN EACH ORDER CONFIRMATION
Each Order Confirmation should identify, as applicable:
Buyer’s full legal name and registry/VAT number.
Invoice and Delivery Location.
Product trade name and type.
Block, slab, bundle, crate, lot or inventory references.
Supplier or origin references where disclosure is agreed.
Country or region of extraction where represented.
Finish, thickness, dimensions and quantity.
Gross or net measurement method.
Tolerances.
Approved photographs, scans or samples.
Inspection scope and approval procedure.
Packing requirements.
Product price and currency.
Included and excluded services.
VAT, duties and tax treatment.
Incoterm and precisely named place or port.
Importer-of-record responsibility.
Insurance scope and declared value.
Estimated production, shipment and delivery dates.
Payment method and due date.
Finance Provider and credit conditions.
Minimum-volume or consolidation conditions.
Special regulatory documentation.
Cancellation restrictions.
Any variation from these Terms.
SCHEDULE 2
DELIVERY AND DAMAGE CHECKLIST
Before signing the delivery document, the Buyer should:
Confirm vehicle, container and seal details.
Check for external impact or water entry.
Photograph the closed container or vehicle.
Photograph packing and restraints before unloading.
Count crates, bundles, frames and blocks.
Note every visible issue specifically on the transport document.
Avoid signing “received in good condition” if damage is visible.
Preserve packaging and restraints.
Stop unloading if continued movement could worsen damage.
Notify BlokPort within 24 hours with photographs and documents.
SCHEDULE 3
NATURAL-STONE ACCEPTANCE PRINCIPLES
Unless expressly excluded in an Order Confirmation, the Buyer acknowledges:
Natural variation is expected.
Samples cannot show the entire range of variation.
Trade names and grades are not universally standardised.
Resin, mesh, filling and local reinforcement may be customary.
Gross dimensions do not equal guaranteed fabrication yield.
Matching between separate lots is not guaranteed.
Products must be inspected before fabrication and installation.
Fabrication or installation waives claims for visible characteristics.
Qualified professionals must determine suitability and installation method.
Safe dust-control and stone-handling procedures are mandatory.
