Terms & Conditions of Purchase

1. Application

1.1 These terms and conditions of purchase (“T&Cs”) apply to all purchase orders (“Orders”) placed by INTEGRAFLOW LTD (Company Reg. 15654902) (“Buyer”) with any supplier of goods or services (“Supplier”).

1.2 These T&Cs, together with the Order, represent the entire agreement between Buyer and Supplier and override any terms proposed by Supplier, unless specifically agreed in writing by a Director of Buyer.

1.3 Commencement of work, acceptance of an Order, or delivery of goods/services by Supplier constitutes acceptance of these T&Cs.

2. Prices & Payment

2.1 The price stated in the Order is fixed and inclusive of all costs, packaging, carriage, insurance, duties, and taxes (unless expressly agreed otherwise in writing).

2.2 No variation to price or surcharges shall apply unless agreed in writing by Buyer.

2.3 Payment terms are as specified in the Order. Unless otherwise stated, payment shall be 60 days end of month following receipt of a valid invoice.

2.4 Buyer may set off against amounts payable to Supplier any sums owed by Supplier to Buyer.

3. Delivery & Risk

3.1 Delivery dates are of the essence. If Supplier fails to deliver goods/services on the agreed date, Buyer may cancel the Order without liability and recover any losses incurred.

3.2 Delivery shall be made to the address stated on the Order, during normal business hours, unless otherwise instructed by Buyer.

3.3 Title and risk in goods shall pass to Buyer upon delivery and acceptance at the nominated delivery point.

4. Quality & Compliance

4.1 Supplier warrants that all goods/services will:

a) Conform strictly with the Order, specification, drawings, and applicable standards (including EN, ISO, ASME, or other relevant codes);

b) Be of satisfactory quality, fit for purpose, and free from defects;

c) Be supplied with full traceability, certification, and supporting documentation where applicable.

4.2 Buyer reserves the right to inspect and test goods/services at any time and to reject those not in compliance. Rejected goods shall be collected at Supplier’s expense and replaced without delay.

5. Warranty & Liability

5.1 Supplier warrants goods/services for a minimum of 12 months from delivery/acceptance or such longer period as may be implied by statute or agreed.

5.2 Supplier shall indemnify and hold harmless Buyer in full from and against any and all losses, liabilities, costs, claims, and expenses arising from:

a) Defective, non-conforming, or delayed goods or services supplied by Supplier;

b) Supplier’s failure to comply with applicable standards, specifications, or regulatory requirements;

c) Supplier’s breach of these T&Cs or any Order.

5.3 This indemnity shall include, without limitation:

a) All direct costs of repair, replacement, or re-performance;

b) All recall, rework, or removal expenses;

c) Reasonable compensation and settlement of claims made against Buyer by its customers as a result of Supplier’s breach;

d) Any associated legal or professional fees reasonably incurred by Buyer.

5.4 In respect of critical goods (including but not limited to pressure-rated fittings, valves, flanges, and other safety-sensitive items), Supplier warrants the goods for a minimum of 24 months from delivery and agrees to accept liability for any losses incurred by Buyer as a result of customer claims relating to those goods.

5.5 The indemnities in this Condition shall survive termination of the contract or completion of delivery and shall not be subject to any financial cap unless expressly agreed in writing by Buyer.

6. Cancellation & Termination

6.1 Buyer may cancel an Order in whole or part at any time prior to delivery by giving written notice. Buyer’s liability shall be limited to payment for goods/services properly delivered and accepted prior to cancellation.

6.2 Buyer may terminate immediately without liability if Supplier:

a) Breaches any material term of these T&Cs;

b) Fails to deliver on time or to specification;

c) Becomes insolvent, enters administration, or ceases trading.

7. Insurance

Supplier shall maintain adequate insurance cover (including product liability and employer’s liability) and provide evidence of such cover to Buyer upon request.

8. Force Majeure

Neither party shall be liable for delay or failure caused by circumstances beyond reasonable control, provided prompt notice is given. Buyer may cancel the Order if such delay exceeds 14 days without liability.

9. Miscellaneous

9.1 No waiver by Buyer of any breach shall prejudice its rights in respect of any subsequent breach.

9.2 If any provision of these T&Cs is held invalid, the remainder shall continue in full force.

9.3 These T&Cs and all Orders shall be governed by and construed in accordance with the laws of England.

9.4 Any dispute shall be referred to the exclusive jurisdiction of the English courts, unless Buyer elects to refer to arbitration in accordance with the Arbitration Act 1996.