Terms of Sale for Business Customers

1. Interpretation

In these terms and conditions, the following words shall have the following meanings:

You or Your: The person(s), firm, or company who purchase the Goods from Us or to whom We supply Services.

We, Us, Our or Ourselves: Filter Flair UK Limited, a company registered in England and Wales (company number 12578218, VAT number GB 365180104), whose registered office is Unit 12, The Cobden Centre, Vere Street, Salford, M50 2PQ.

Contract: Any contract between Us and You for the sale and purchase of Goods or the supply of Services by Us to You, incorporating these terms.

Goods: Any goods agreed in the Contract to be supplied to You by Us, including any parts or components.

Services: Any services agreed in the Contract to be supplied to You by Us, including any technical advice or support.

Credit Account: An arrangement under which We permit You to order Goods or Services on deferred payment terms up to a credit limit set by Us, as described in clause 6.

2. Application of terms

2.1 The Contract shall be subject to these terms and conditions to the exclusion of all others unless otherwise agreed in writing by one of Our directors.

2.2 No terms or conditions appearing on Your purchase order, confirmation of order, specification, or other documents shall be binding on Us unless expressly agreed in writing.

2.3 Any quotation issued by Us shall not constitute an offer. Any quotation shall remain valid for 30 days unless otherwise stated or withdrawn earlier.

2.4 No order shall be deemed accepted by Us until We confirm acceptance in writing or dispatch the Goods.

2.5 Orders valued below £50.00 (excluding VAT) shall be subject to a £15.00 minimum order surcharge to cover delivery, packing, insurance, and administration.

2.6 No order which has been accepted by Us may be cancelled or modified by You except with Our agreement in writing. If a cancellation is agreed, You shall indemnify Us in full against all loss, costs, damages, and expenses incurred as a result.

3. Description of goods and services

3.1 Any descriptions, specifications, or advertising material issued by Us are for guidance purposes only and do not form part of the Contract.

3.2 We reserve the right to make changes to the specification of Goods to conform with applicable legal or safety requirements or where such changes do not materially affect quality or performance.

4. Delivery

4.1 Delivery shall take place at Your business premises unless otherwise agreed.

4.2 Delivery dates are estimates only and are not of the essence of the Contract. We shall not be liable for any delay in delivery.

4.3 If delivery is delayed beyond 180 days from the agreed date, You may terminate the Contract concerning the delayed consignment.

4.4 If You fail to accept delivery, We may store the Goods and charge You for storage costs and insurance or sell the Goods and charge You for any shortfall below the Contract price.

4.5 You must notify Us of any delivery shortages in writing within 3 days of receipt of Goods.

4.6 Once delivered, no Goods may be returned without Our prior written consent.

5. Risk and title

5.1 Risk in the Goods shall pass to You upon delivery.

5.2 Title in the Goods shall not pass to You until We have received full payment in cleared funds for the Goods and all other sums due from You to Us on any account.

5.3 Until title passes, You shall: (a) store the Goods separately from other goods and ensure they remain clearly identifiable as Our property; (b) keep the Goods insured against all risks for their full value and provide evidence of such insurance upon request; (c) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.

5.4 Notwithstanding clause 5.3, You may use, incorporate, or resell the Goods in the ordinary course of Your business before title has passed. This permission terminates automatically, without notice, if any of the events in clause 7.1 occurs.

5.5 If You resell Goods in which title has not passed, You shall hold the proceeds of such resale on Our behalf to the extent of the sums You owe Us, and shall keep such proceeds identifiable so far as reasonably practicable.

5.6 If any of the events in clause 7.1 occurs, We may at any time require You to deliver up all Goods in Your possession in which title has not passed and, if You fail to do so promptly, You irrevocably authorise Us and Our agents to enter any premises where those Goods are or are believed to be stored in order to inspect and repossess them.

6. Credit accounts

6.1 The grant of a Credit Account, and any credit limit attached to it, is at Our absolute discretion. We may set, vary, reduce, suspend, or withdraw a credit limit at any time and without notice.

6.2 We may accept orders on a Credit Account only within the available credit limit. The existence of a Credit Account does not oblige Us to accept any order, and We may at any time require payment on a pro forma basis before dispatch.

6.3 Unless otherwise agreed in writing, invoices for Credit Account orders are issued electronically by email on or shortly after dispatch, and payment terms run from the invoice date.

6.4 In assessing or reviewing a Credit Account, We may search the records of credit reference agencies in respect of Your business and, where the details of a director, partner, or proprietor have been provided to Us for that purpose, in respect of that individual. Such searches may leave a record on the relevant file. Personal data provided in connection with a credit application is processed in accordance with Our privacy policy on the lawful basis of Our legitimate interests in assessing creditworthiness and managing credit risk.

6.5 We may require, as a condition of granting, maintaining, or increasing a credit limit, a personal guarantee in a form acceptable to Us from one or more directors, partners, or proprietors of Your business.

7. Customer default and insolvency

7.1 The following are events of default: (a) any sum due from You to Us is not paid in full by its due date; (b) Your credit limit is exceeded; (c) You suspend, or threaten to suspend, payment of Your debts or are unable to pay debts as they fall due; (d) You enter into any compromise or arrangement with creditors; (e) a receiver, administrator, or liquidator is appointed over Your assets; (f) You suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of Your business.

7.2 If any event of default occurs, We may without liability: (a) cancel or suspend all further deliveries of Goods and performance of Services, whether under the same or any other Contract; (b) declare all outstanding sums owed by You to Us immediately due and payable, whether or not otherwise due; (c) suspend or withdraw any Credit Account with immediate effect.

7.3 If any event of default occurs, We may also require the immediate return of any Goods for which full payment has not been received, and clause 5.6 shall apply.

8. Price and payment

8.1 Prices are exclusive of VAT and other applicable taxes.

8.2 We reserve the right to adjust prices in response to changes in costs, including but not limited to taxes, duties, and material costs.

8.3 Payment terms are 30 days from the invoice date, unless otherwise agreed.

8.4 All sums due to Us shall be paid in full without any deduction, withholding, counterclaim, or set-off, save as required by law.

8.5 If You fail to pay any sum by its due date, We may charge interest and fixed compensation on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and nothing in these terms shall be read as excluding or reducing Our rights under that Act.

8.6 You shall reimburse Us for the reasonable costs We incur in recovering any overdue sum from You, including debt collection agency fees and legal costs, to the extent not already recovered under the Act referred to in clause 8.5.

9. Warranty

9.1 We shall pass on to You the benefit of any manufacturer warranty where possible. If not applicable, We warrant that Goods supplied shall be free from material defects in workmanship and materials for 6 months from the date of delivery.

9.2 We shall not be liable under this warranty if: (a) You fail to notify Us of defects within 7 days of discovery; (b) Goods are used, installed, or maintained improperly; (c) Goods are altered or repaired by You or a third party without Our written consent.

9.3 If any Goods do not conform with this warranty, We shall, at Our discretion, repair, replace, or refund the defective Goods.

10. Limitation of liability

10.1 Nothing in these terms shall limit Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation, or for any matter that cannot be lawfully excluded or limited.

10.2 Subject to clause 10.1, We shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) loss of profits, loss of business, loss of revenue, or loss of goodwill, whether direct or indirect; (b) any indirect or consequential loss; (c) any claims arising from third-party incorporation of the Goods into other products.

10.3 Subject to clause 10.1, Our total liability under or in connection with the Contract shall not exceed the value of the Goods supplied under that Contract.

10.4 Nothing in this clause 10 limits or affects Your obligation to pay the price for Goods and Services supplied.

11. Force majeure

11.1 We shall not be liable for any failure or delay in performance caused by circumstances beyond Our reasonable control, including but not limited to acts of God, strikes, transport delays, or supply chain disruptions.

11.2 If such circumstances continue for more than 60 days, either party may terminate the affected Contract on written notice, and You shall pay for all Goods delivered and Services performed up to the date of termination.

12. General

12.1 No waiver by Us of any breach of the Contract by You shall be considered a waiver of any subsequent breach.

12.2 If any provision of these terms is found to be unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

12.3 The Contract constitutes the entire agreement between the parties in relation to its subject matter. You acknowledge that You have not relied on any statement, promise, or representation made or given by or on behalf of Us which is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

12.4 You may not assign, transfer, or subcontract any of Your rights or obligations under the Contract without Our prior written consent. We may assign or transfer Our rights and obligations under the Contract to any successor to all or part of Our business.

12.5 A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

12.6 The Contract shall be governed by the law of England and Wales, and disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Communications

13.1 All communications relating to the Contract must be in writing and sent by email, post, or delivered by hand.

13.2 Notices shall be sent to the registered address of the receiving party unless otherwise specified in writing.

For any queries regarding these terms, please contact Filter Flair UK Limited at sales@filterflair.co.uk or +44 (0)161 768 9566.