Terms and Conditions of Business
1. General
All sales of Goods are made subject to these Conditions. Any terms proposed by the customer (“Customer”) that conflict with these Conditions shall not apply unless expressly accepted in writing by the Company.
No amendment to these Conditions will be binding unless agreed in writing by a director or authorised officer of the Company.
2. Prices and Charges
Unless otherwise stated in writing, all prices are quoted ex-warehouse, exclusive of VAT, and inclusive of standard packaging.
Goods will be invoiced at the price ruling on the date of despatch, plus carriage (if applicable) and VAT at the prevailing rate.
If prices increase after an order is accepted, the Company will notify the Customer. The Customer may cancel in writing within seven (7) days of notification. If no cancellation is received, the revised price will apply.
Carriage will be charged at the cost of delivery from the Company’s premises to the Customer’s premises (or other agreed address). The Company reserves the right to select the method and carrier.
Except as set out above, orders accepted by the Company cannot be cancelled without written agreement. If cancellation is agreed, the Customer must indemnify the Company for all losses, costs, and expenses incurred.
3. Risk and Title
Risk in the Goods passes to the Customer upon delivery in accordance with the Contract.
Title in the Goods remains with the Company until payment in full has been received for all sums owed under the Contract or any other contract with the Customer.
Until title passes: the Customer holds the Goods as bailee; the Goods must be stored separately and clearly identified; the Company may repossess the Goods at any time if payment is overdue.
The Customer may resell Goods in the ordinary course of business, but this right ceases automatically if payment is overdue. Proceeds of resale must be held in trust for the Company to the extent of sums owed.
4. Delivery
The Company will use reasonable efforts to deliver by agreed dates, but such dates are estimates only.
Time of delivery is not of the essence unless expressly confirmed in writing.
The Company shall not be liable for delay or failure caused by events outside its reasonable control.
The customer must ensure that someone is available to accept the delivery between 8am and 6pm on the agreed delivery date. If the customer is not available or refuses to accept delivery, any redelivery charges incurred will be passed on to the customer.
5. Payment
Unless otherwise agreed, invoices are payable in full within thirty (30) days of invoice date.
Time for payment is of the essence. If the Customer fails to pay by the due date, the Company may suspend deliveries or cancel the Contract.
Interest may be charged on overdue sums at the rate of 4% above the Bank of England base rate, accruing daily until payment is made in full.
6. Specifications
Any specifications, illustrations, or performance details provided are approximate. The Company may make changes or improvements without notice.
The Customer may not require Goods to conform to specifications that were changed after the order was placed but before delivery.
7. Warranty and Liability
The Company warrants that Goods will be free from defects in materials and workmanship for twelve (12) months from delivery, provided they are properly stored and used.
At its option, the Company will repair, replace, or refund defective Goods.
This warranty does not cover defects arising from misuse, neglect, unauthorised repair, or fair wear and tear.
Except for liability that cannot be excluded by law, the Company excludes all other warranties, and its total liability shall not exceed the price paid for the Goods. The Company shall not be liable for indirect or consequential loss.
8. Force Majeure
The Company shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including strikes, supply shortages, natural disasters, pandemics, IT failures, or compliance with law.
9. Insolvency of the Customer
If the Customer becomes insolvent, bankrupt, or ceases trading, the Company may cancel the Contract or suspend deliveries immediately. All outstanding sums shall then become due and payable.
10. Severance
If any provision of these Conditions is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11. General
The Customer must comply with all applicable laws relating to the purchase, possession, and use of the Goods.
The Company may delegate its rights and obligations to affiliates or group companies.
The Customer may not assign or transfer its rights or obligations without prior written consent from the Company.
No waiver of any breach by the Company shall be deemed a waiver of any subsequent breach.
These Conditions create no rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce.
12. Governing Law
These Conditions and all related contracts shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.