Terms & Conditions of Sale

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1. Definitions

1.1 In these Terms and Conditions:

• "Seller" means [Company Name].
• "Buyer" means the person, firm, or company purchasing goods or services from the Seller.
• "Goods" means any products supplied by the Seller.
• "Services" means any services supplied by the Seller.
• "Contract" means the agreement between the Seller and the Buyer for the sale of Goods and/or Services.

2. Application of Terms

2.1 These Terms and Conditions apply to all quotations, orders, and contracts for the sale of Goods and/or Services by the Seller.

2.2 No variation of these Terms and Conditions shall be binding unless agreed in writing by an authorised representative of the Seller.

3. Orders and Acceptance

3.1 All orders are subject to acceptance by the Seller.

3.2 An order shall only be deemed accepted when the Seller confirms acceptance in writing or commences performance of the order.

4. Price

4.1 The price of the Goods and/or Services shall be as stated in the Seller's quotation or invoice.

4.2 All prices are exclusive of VAT and any other applicable taxes unless otherwise stated.

5. Payment Terms

5.1 Unless otherwise agreed in writing, payment is due within thirty (30) days from the date of invoice.

5.2 Payment shall be made in full without deduction, set-off, counterclaim, or withholding of any kind.

6. Late Payment and Interest

6.1 If the Buyer fails to pay any invoice by the due date, the Seller reserves the right to charge interest on the outstanding balance.

6.2 Interest shall accrue at the rate of 1% per week (or part thereof) on any overdue amount, commencing immediately after the due date for payment.

6.3 The total interest charged under this clause shall not exceed 10% of the outstanding invoice amount.

6.4 The Seller may suspend deliveries, services, or performance under any Contract until all overdue sums and accrued interest have been paid in full.

7. Delivery

7.1 Any delivery dates provided are estimates only and time shall not be of the essence unless expressly agreed in writing.

7.2 Risk in the Goods shall pass to the Buyer upon delivery.

8. Retention of Title

8.1 Title to the Goods shall remain with the Seller until the Seller has received payment in full for all sums due from the Buyer.

8.2 Until title passes, the Buyer shall store the Goods separately and clearly identify them as the property of the Seller.

9. Inspection and Claims

9.1 The Buyer shall inspect the Goods upon delivery.

9.2 Any claim relating to shortages, damage, or defects must be notified to the Seller in writing within seven (7) days of delivery.

10. Limitation of Liability

10.1 Nothing in these Terms and Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.

10.2 Subject to clause 10.1, the Seller's total liability shall not exceed the price paid by the Buyer under the relevant Contract.

10.3 The Seller shall not be liable for indirect, consequential, or special losses, including loss of profit, revenue, business, or goodwill.

11. Force Majeure

11.1 The Seller shall not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control.

12. Termination

12.1 The Seller may terminate any Contract immediately by written notice if the Buyer:

• Fails to make payment when due;
• Becomes insolvent;
• Commits a material breach of the Contract.

13. Governing Law

13.1 These Terms and Conditions and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising under or in connection with these Terms and Conditions.