Conditions of Sale

Conditions of Sale – Trade

1. Definitions

Company means [Your Company Name], registered in [Jurisdiction and registration number], at [Registered Address].
Customer means the party placing an Order with the Company in the course of trade.
Conditions means these Terms and Conditions of Trade.
Goods means the goods or services supplied by the Company.
Order means the order placed by the Customer and accepted by the Company.
Order Value means the value of the Order excluding VAT, freight/carriage, import/export duty, and clearance charges.

2. General Application

  1. Orders are accepted only on these Conditions unless expressly varied in writing by an authorised representative of the Company. These Conditions override any conflicting terms from the Customer.
  2. These Conditions apply only to trade / B2B sales and do not apply to consumer / retail sales.
  3. No representations or warranties shall bind the Company unless confirmed in writing.

3. Quotations, Orders & Prices

  1. All quoted prices exclude VAT, freight, import/export duties, or clearance charges unless stated otherwise.
  2. Unless agreed otherwise, delivery terms are:
    • UK Mainland Deliveries:
      • Minimum Order Value: £0
      • Orders over £200: free carriage
      • Orders under £200: £10 delivery charge
    • Non-UK Deliveries (from UK warehouse):
      • Minimum Order Value: £200 (or equivalent)
      • Carriage charges to be quoted and agreed
      • Customer may arrange collection (ex-works)
      • Import/customs charges are payable by the Customer
    • US Deliveries (from US warehouse):
      • Minimum Order Value: $500
      • Orders over $500: free carriage
      • Orders under $500: carriage quoted and charged
  3. The Company reserves the right to change prices, packaging or specifications without notice.
  4. Invoices will reflect the price in force at the time of dispatch.

4. Sub-Contracting

The Company may subcontract fulfilment or store goods at third-party premises.

5. Instalments

Unless agreed otherwise, deliveries may be made in instalments, each invoiced separately.

6. Payment Terms

  1. First orders may be payable on a pro-forma basis; goods are dispatched only after full payment.
  2. Unless agreed otherwise, payment is due within 30 days of invoice.
  3. Late payments may incur 2.5% interest above base rate, compounded monthly.
  4. Payments must be made in the invoiced currency.
  5. Time of payment is of the essence.
  6. No right of set-off or withholding by the Customer.

7. Delivery and Risk

  1. Delivery is complete when goods are delivered to the Customer or their nominated carrier.
  2. Risk passes to the Customer upon delivery (or collection if ex-works).
  3. The Customer must inspect goods on receipt and notify the Company of:
    • Damage/shortfall: within 3 working days
    • Non-delivery: within 5 working days (postal/Company vehicle) or 7 days (other carriers)
  4. The Company may delay or suspend deliveries if payment is overdue or credit exceeded.

8. Time for Performance

Delivery times are estimates only. Delay does not entitle cancellation or damages.

9. Force Majeure

The Company is not liable for failure or delay due to causes beyond reasonable control.

10. Quantity / Specification Tolerances

All dimensions, weights, colours, and quantities are subject to Company tolerances and standards.

11. Liability, Returns & Defects

  1. Visible defects must be reported within 3 working days; hidden defects within 90 days.
  2. If accepted, the Company may repair, replace or credit at its option. No returns without prior consent.
  3. Remedies are exclusive; the Company excludes liability for consequential or indirect losses.
  4. Liability is capped at the Order value.
  5. Nothing limits liability for death or personal injury due to negligence.

12. Indemnity by Customer

The Customer indemnifies the Company against third-party claims arising from misuse or defects beyond the Company’s liability.

13. Retention of Title

  1. Title remains with the Company until payment is received in full.
  2. If goods are incorporated into new products, the Company holds title to them.
  3. The Customer may resell in the ordinary course, but proceeds are held on trust for the Company.
  4. Resale rights may be revoked if the Customer defaults or solvency is in doubt.
  5. On termination, the Customer must make goods available for collection.

14. Lien

The Company has a lien over goods/property until debts are settled. After 14 days’ notice, goods may be sold to cover sums owed.

15. Termination

  1. The Customer may not cancel Orders without the Company’s written consent.
  2. The Company may terminate if the Customer breaches contract, defaults, or enters insolvency.
  3. On termination, the Customer must pay for work done and expenses incurred.

16. Severability

If any provision is invalid, the remainder remains in force.

17. Clerical Errors

The Company may correct clerical or typographical errors at any time.

18. Governing Law

This Contract is governed by and construed in accordance with the laws of England.

Last updated: 03/10/2025