Business Terms & Conditions
Consumer Sales
If you order goods other than as a business (e.g. because you are a consumer) then:
- these terms and conditions do not apply; and
- our consumer terms and conditions shall apply to your order and any resulting contract between you and us.
Terms of the Contract
- If you place an order for goods as a business, these terms and conditions apply to your order and to the contract between you and us.
- We may change these terms and conditions at any time. Changes apply only to orders placed after the update on our website, not to earlier orders.
When the Contract Is Created
- No contract exists until we notify you that we have accepted your order and delivered the goods.
- We are not obliged to accept your order.
- We may cancel your order if we cannot supply the goods for any reason.
a) Conditions Applicable
- These conditions apply exclusively to all contracts for sale of goods by us to you, excluding any other terms you may try to apply.
- All orders constitute your offer to purchase under these conditions.
- Acceptance of delivery is conclusive evidence of your acceptance of these conditions.
- Any variation (including special terms) is inapplicable unless agreed in writing by us.
- These terms represent the entire agreement between you and us.
b) Price and Payment
- Prices are exclusive of VAT unless expressly stated; VAT is charged at the rate on the invoice date.
- If price includes VAT, we may adjust it before delivery to reflect any VAT change.
- Payment is due within 30 days of invoice date. Time is of the essence.
- Overdue interest accrues at 5% above Barclays Bank plc’s base rate, before and after judgement.
- On missed payment we may:
- suspend or cancel deliveries; and/or
- appropriate any payment to any goods we choose.
c) No Set-Off
You may not withhold payment for any invoice by reason of any set-off or counter-claim.
d) Delivery and Non-Delivery of Goods
- Goods delivered to your address; risk passes on delivery.
- We arrange carriage; you reimburse carriage and insurance costs without set-off, due on invoice date. Carrier is your agent.
- We are not liable for delay or failure to deliver.
- You must accept delivery and pay in full if tendered within 3 months of agreement.
e) Retention of Title
- Risk passes on delivery, but property remains ours until you have paid in full, including delivery.
- Until then, you hold goods as bailee, store them separately, and mark them our property.
- You may sell/use them in ordinary course of business at full market value on our behalf; proceeds are held in trust for us.
- We may recover unpaid price regardless of property passing.
- On request, you must deliver up unsold goods; we may repossess them if you fail to do so.
- You must not charge our goods as security; doing so makes all sums due immediately payable.
- You must insure goods to full price until property passes and produce policy on request; failure makes sums due immediately payable.
- You must register prescribed particulars of this contract under the Companies Act 1985 Part XII; failure makes sums due immediately payable.
f) Acceptance of the Goods
You are deemed to have accepted goods 3 days after delivery to your carrier or address. After acceptance, you may not reject non-conforming goods.
g) Rejection of the Goods
If you properly reject goods as non-conforming, you must still pay the full price unless you return them at your cost before payment due date.
h) Return of Conforming Goods
- No returns of conforming goods without our prior written approval.
- If approved, you incur a 20% handling charge plus delivery costs; goods must be returned carriage-paid in original packaging.
- Unapproved returns may be returned to you or stored at your cost.
i) Variations in Description or Specification
We may supply goods of different description/specification to comply with statutory requirements or where quality/fitness is not materially affected.
j) Limitations upon Our Liability to You
- Our liability for breach or negligence (except death/personal injury) is limited to the price and return expenses.
- We are not liable for consequential losses, including business interruption or data loss.
- We recommend you maintain insurance and back-up systems.
k) Choice of Law and Jurisdiction
- This contract is governed by English law.
- All disputes are subject to the exclusive jurisdiction of the English courts.
- If any term is unlawful, the remainder remains in force.