INTEGRAFLOW LTD

Terms & Conditions of Sale

1. Application

1.1 These terms and conditions of sale (“T&Cs”) apply to all quotations, sales, and supply of goods or services by INTEGRAFLOW LTD (Company Reg. 15654902) (“Seller”) to any business customer (“Buyer”).

1.2 Together with any quotation, sales order acknowledgment, or invoice issued by Seller, these T&Cs form the entire agreement between the parties.

1.3 No variation to these T&Cs is binding unless agreed in writing by a director of Seller.

1.4 By placing an order, the Buyer accepts these T&Cs.

1.5 Buyer acknowledges it has not relied on any statement, promise, or representation not expressly set out in these T&Cs.

2. Prices & Payment

2.1 Prices are as set out in Seller’s quotation or sales order acknowledgment. Unless stated otherwise, prices are ex-works (EXW Incoterms® 2020), exclusive of VAT and duties.

2.2 Seller may require advance payment or security as a condition of supply.

2.3 Seller may invoice:

a) On or after loading of goods for delivery; or

b) Following performance of services; or

c) Immediately on order acknowledgment if advance payment is required.

2.4 Payment is due by the date stated on the invoice.

2.5 Late Payment. Interest accrues on overdue sums at the higher of:

a) the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (together with the fixed compensation and recovery costs under the 2013 Regulations); or

b) 4% above the base rate of Barclays Bank plc.

2.6 All payments shall be made in full without any deduction, withholding, set-off, counterclaim, or clawback, save as required by law.

2.7 Seller may suspend further deliveries or performance while any amount remains unpaid, without liability.

3. Delivery

3.1 Any delivery dates are estimates only. Seller is not liable for delay.

3.2 Delivery occurs when:

a) Goods are loaded onto the Buyer’s or carrier’s transport at Seller’s premises; or

b) If Seller agrees to deliver to the Buyer’s nominated address, when goods are unloaded at that address.

3.3 If Buyer fails to take delivery or provide instructions, Seller may:

a) Store the goods at Buyer’s risk and cost; or

b) Resell the goods and charge Buyer for any shortfall below the contract price.

3.4 Risk passes on delivery.

4. Cancellation & Termination

4.1 Once accepted, an order may not be cancelled by Buyer without Seller’s written consent.

4.2 Seller may suspend or terminate supply immediately if:

a) Buyer breaches these T&Cs or any order;

b) Buyer becomes insolvent, ceases business, or fails to pay on time.

4.3 If performance is prevented by events beyond Seller’s reasonable control (Force Majeure), Seller may cancel or delay delivery without liability.

5. Title & Risk

5.1 Title remains with Seller until full payment is received for all goods and services supplied.

5.2 Until title passes, Buyer shall:

a) Store goods separately, clearly marked as Seller’s property;

b) Hold proceeds of resale on trust in a separate, identifiable account, and Seller may trace proceeds into mixed funds.

5.3 If goods are mixed or incorporated into other goods, title in the resulting goods shall vest in Seller proportionally.

5.4 Seller may recover goods or their value at any time prior to full payment.

6. Warranties & Liability

6.1 Unless stated otherwise in Seller’s quotation, goods are sold in their actual state, with normal commercial tolerances.

6.2 Buyer must notify defects within 7 days of delivery, or prior to resale/use, whichever is earlier. This does not affect claims for latent defects discovered within 12 months.

6.3 Seller’s liability is limited to:

a) Refund or allowance of the invoice price and any transport cost between Seller’s depot and delivery point; or

b) Where agreed in writing under Condition 6.4, Buyer’s proven losses up to the stated amount.

6.4 If Buyer requests and Seller agrees in writing, Seller may assume a higher liability limit provided insurance is available and Buyer pays any additional premium.

6.5 Seller is not liable for loss of profit, revenue, contracts, or any indirect or consequential loss. Direct additional costs of repair, replacement, or removal/reinstallation may be recovered subject to the cap above.

6.6 No claim arising under or in connection with these T&Cs may be brought more than 12 months after delivery of the goods or performance of the services, save for Seller’s claim for unpaid invoices.

6.7 Nothing in these T&Cs excludes liability for death or personal injury caused by Seller’s negligence, or breach of statutory terms as to title.

6.8 The remedies set out in these T&Cs are the Buyer’s sole and exclusive remedies.

7. Services & Modifications

7.1 Where goods are inspected or tested by Buyer at Seller’s premises, failure to notify Seller within 7 days of inspection constitutes acceptance.

7.2 If Seller undertakes work on goods at Buyer’s request (e.g. cutting, welding, painting), goods are supplied “as modified,” without warranty as to suitability.

8. Third-Party Services

8.1 If tests, inspections, or services are carried out by third parties at Buyer’s request, Seller acts only as Buyer’s agent.

8.2 Seller accepts no liability for such third-party services, and Buyer shall indemnify Seller against related claims.

9. Intellectual Property & Compliance

9.1 All intellectual property in Seller’s catalogues, drawings, specifications, and other materials remains Seller’s property. Buyer shall not copy, disclose, or use such materials without prior written consent.

9.2 Buyer shall ensure goods are suitable for their intended use and shall not use or resell goods for hazardous or high-risk applications (including but not limited to nuclear, offshore, or aerospace) without Seller’s prior written consent.

9.3 Buyer shall comply with all applicable export control, sanctions, and anti-bribery laws. Seller may cancel any order immediately if Buyer breaches this obligation.

10. Miscellaneous

10.1 Seller’s rights are not waived by delay or indulgence.

10.2 These T&Cs are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.

10.3 If any provision is invalid or unenforceable, the remainder shall continue in force.

10.4 All transactions are business-to-business. The Consumer Rights Act 2015 does not apply.