2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

      2.2.1 “writing” includes email, fax, or other electronic communication;

      2.2.2 a statute includes reference to that statute as amended or re-enacted;

      2.2.3 “these Terms and Conditions” refers to these Terms and Conditions as amended or supplemented at the relevant time;

      2.2.4 a Clause is a reference to a Clause of these Terms and Conditions; and

      2.2.5 a “Party” or the “Parties” refers to the parties to these Terms and Conditions.

   2.3 Headings are for convenience only and shall not affect interpretation.

   2.4 Words in the singular include the plural and vice versa.

   2.5 References to any gender include all genders.

  3. Basis of Sale

   3.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

   3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between authorised representatives of the Buyer and the Seller.

   3.3 Sales literature, price lists, and other documents issued by the Seller are subject to alteration without notice and do not constitute offers. No contract shall be binding unless the Seller issues a quotation expressed as an offer, or accepts an order, by whichever is the earlier of:

      3.3.1 he Seller’s written acceptance;

      3.3.2 delivery of the Goods; or

      3.3.3 the Seller’s invoice.

   3.4 Any typographical, clerical, or accidental errors in documents issued by the Seller may be corrected without liability.

  4. Orders and Specifications

   4.1 No order shall be deemed accepted unless and until confirmed in writing by the Seller’s authorised representative.

   4.2 Specifications shall be as set out in the Seller’s documentation unless varied in the Buyer’s order and accepted in writing by the Seller. Goods will only be supplied in minimum or multiple units as per the Seller’s price list; orders for other quantities will be adjusted.

   4.3 Illustrations, photographs, and descriptions are for guidance only and not binding.

   4.4 The Seller may change specifications to comply with safety or legal requirements or where such changes do not materially affect quality or performance.

   4.5 Orders accepted may not be cancelled without the Seller’s written agreement. The Buyer shall indemnify the Seller against all resulting losses and costs.

  5. Price

   5.1 Prices are as per the Seller’s current price list at the date of acceptance, unless otherwise agreed in writing.

   5.2 Quoted prices (other than in the price list) shall be valid for 30 days, unless otherwise stated.

   5.3 The Seller may, by notice prior to delivery, increase prices to reflect cost increases due to factors beyond its control, changes requested by the Buyer, or delays caused by the Buyer.

   5.4 Quantity discounts may be allowed in accordance with the Seller’s current price list.

   5.5 Settlement discounts (if offered) shall apply only if payment is made on or before the due date, and no other sums are overdue.

   5.6 Unless otherwise agreed, prices include packaging and transport.

   5.7 Prices are exclusive of VAT and any applicable taxes or duties, which the Buyer shall pay in addition.

  6. Payment

   6.1 The Seller shall invoice the Buyer on or after delivery. If the Buyer fails to collect or take delivery, the Seller may still invoice after notice that Goods are ready.

   6.2 Payment shall be made within 30 Business Days of invoice date, unless otherwise agreed in writing. Time of payment is of the essence.

   6.3 Payments shall be made to the Seller as stated on the invoice.

   6.4 If the Seller is not satisfied with the Buyer’s creditworthiness, it may withdraw credit terms and require immediate cash payment.

  7. Delivery

   7.1 Delivery shall be made to the location specified in the Buyer’s order and confirmed by the Seller, or, failing that, by collection from the Seller’s premises.

   7.2 Delivery dates are approximate only. Time is not of the essence unless expressly agreed.

   7.3 Instalment deliveries are separate contracts. Failure or delay in one instalment does not entitle the Buyer to cancel the whole.

   7.4 If the Buyer fails to take delivery or provide instructions, risk passes to the Buyer, delivery is deemed complete, and the Buyer must pay storage and insurance costs.

  8. Non-Delivery

   8.1 If the Seller fails to deliver (other than for reasons outside its control or Buyer’s fault):​

      8.1.1 If delivery occurs within a reasonable time thereafter, the Seller has no liability; or​

      8.1.2 If the Buyer gives notice within 5 Business Days of the Delivery Date and the Seller does not deliver within 10 Business Days of notice, the Buyer may cancel the order. Liability is limited to the excess (if any) of the cost of replacement goods over the agreed price.

  9. Inspection / Shortage

   9.1 The Buyer shall inspect Goods upon delivery or collection.

   9.2 Where inspection is not possible, delivery notes shall be marked “not examined.”

   9.3 Claims for damage or shortage must be notified within 5 Business Days of delivery.

   9.4 Goods must not be used, altered, or modified before inspection by the Seller.

   9.5 Subject to the above, the Seller shall make good shortages or replace transit-damaged Goods but shall have no further liability.

  10. Risk and Retention of Title

   10.1 Risk passes to the Buyer:​

      10.1.1 on collection, when Goods are ready and notified to the Buyer; or

      10.1.2 on delivery, or if delivery is refused, when tendered.

   10.2 Title remains with the Seller until full payment is received.

   10.3 Title remains with the Seller until payment is received for all Goods supplied and all other sums owed.

   10.4 Until title passes, the Buyer holds Goods as bailee, stores them separately, and insures them.

   10.5 Goods may not be pledged or charged; if they are, all sums owed become immediately payable.

   10.6 The Seller may repossess Goods at any time. The Buyer authorises access to premises for this purpose.

   10.7 The Buyer’s right to possession ends immediately if it breaches these Terms, enters insolvency, or ceases business.

  11. Assignment

   11.1 The Seller may assign or transfer its rights and obligations under these Terms without consent.

   11.2 The Buyer may not assign or transfer rights or obligations without the Seller’s written consent.

  12. Defective Goods

   12.1 Defects must be notified within 5 Business Days of delivery. The Seller may, at its option, replace Goods within 10 Business Days or refund the price.

   12.2 Returns require the Seller’s prior written consent.

   12.3 New product launch returns are allowed within 3 months of delivery, at Buyer’s cost and risk.

   12.4 The Seller is not liable for defects from misuse, neglect, or unauthorised alteration.

   12.5 Except where consumer law applies, all implied terms are excluded

   12.6 The Seller shall not be liable for indirect or consequential loss, including loss of profit or goodwill.

   12.7 The Buyer shall comply with statutory requirements in use or resale and indemnify the Seller for losses arising from failure to do so.

  13. Buyer’s Default

   13.1 If the Buyer fails to pay on time, the Seller may:

      13.1.1 cancel or suspend deliveries;

      13.1.2 apply payments as it sees fit;

      13.1.3 charge interest at 4% above Barclays Bank base rate until full payment is received.

   13.2 This clause also applies if the Buyer breaches obligations, enters insolvency, has assets seized, ceases business, or the Seller reasonably believes such events are imminent.

   13.3 If so, the Seller may cancel orders or suspend deliveries, with all sums immediately due.

  14. Limitation of Liability

   14.1 Subject to Clauses 7, 8, and 12, the Seller’s liability is limited to:

      14.1.1 breaches of these Terms;

      14.1.2 use or resale of Goods; or

      14.1.3 negligence or misrepresentation in connection with the sale.

   14.2 Except as required by law, all implied terms are excluded.

   14.3 Nothing excludes liability for death, personal injury, fraud, or illegality.

   14.4 The Seller’s liability is capped at the price of the Goods concerned, and it shall not be liable for loss of profit, goodwill, business, or consequential damages.

  15. Confidentiality, Publications and Endorsements

   15.1 The Buyer shall treat all Seller business information as confidential.

   15.2 The Buyer shall not use the Seller’s names, marks, or logos without written consent.

   15.3 The Buyer shall ensure compliance by its employees and agents.

   15.4 These obligations survive termination of the business relationship.

  16. Communications

   16.1 All notices must be in writing.

   16.2 Notices are deemed delivered:

      16.1.1 on delivery, if by courier during business hours;

      16.1.2 when confirmed received, if by email;

      16.1.3 after 2 Business Days if by first-class UK post;

      16.1.4 after 5 Business Days if by airmail.

   16.3 Notices must be addressed to the last notified address or email.

  17. Force Majeure: Neither Party shall be liable for delays caused by events beyond reasonable control, including power/internet failures, strikes, civil unrest, fire, flood, storms, pandemics, terrorism, war, government action, or import/export restrictions. Obligations are suspended for the duration of the event, with reasonable efforts to resume performance.

  18. Waiver Failure or delay in enforcing rights under these Terms shall not be deemed a waiver of such rights or of subsequent breaches.​​​​

  19. Severance If any provision is found invalid or unenforceable, it shall be severed and the remainder of these Terms shall remain enforceable.

  20. Third Party Rights A person who is not a party to these Terms and Conditions shall have no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

  21. Law and Jurisdiction

   21.1 These Terms and Conditions (including non-contractual obligations) shall be governed by the laws of England and Wales.

   21.2 The courts of England and Wales shall have exclusive jurisdiction over disputes arising under these Terms and Conditions.​​​​​​​​​