Free B2B Terms & Conditions Template

PARTIES AND INTERPRETATION

These Standard Terms and Conditions (these "Terms") govern every contract for the supply of goods and services by Vertex Components Ltd (the "Supplier") to any business customer (the "Buyer"). "Goods" means any products, materials or physical deliverables supplied; "Services" means any services, labour, software access or support supplied; "Order" means any order for Goods or Services placed by the Buyer and accepted by the Supplier; "Contract" means an Order together with these Terms. These Terms apply to the exclusion of, and prevail over, any terms which the Buyer seeks to impose or incorporate, whether in a purchase order, confirmation of order, specification or any other document, and any course of dealing established between the parties. Acknowledgement of, or reference to, a Buyer's purchase order does not constitute acceptance of any Buyer's terms. These Terms are directed at business customers only; consumer contracts within the meaning of the Consumer Rights Act 2015 are governed by separate consumer terms.

GOODS AND SERVICES SUPPLIED

Supply of: Precision-engineered mechanical components, sub-assemblies and custom CNC-machined parts for the manufacturing, automotive and aerospace industries, together with related installation and technical support services.

Supply type: Goods and Services.

Minimum order value: £500 (exclusive of VAT). The Supplier may decline or impose a small-order surcharge on Orders below this amount.

All descriptions, drawings, weights, dimensions and illustrations issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, brochures or website, are issued for the sole purpose of giving an approximate idea of the Goods and Services and form no part of the Contract.

ORDERS AND ACCEPTANCE

An Order constitutes an offer by the Buyer to purchase the Goods and/or Services on these Terms. The Supplier accepts the Order only by written confirmation (which may be sent by email), at which point the Contract comes into existence. Quotations given by the Supplier are not an offer and are valid for thirty (30) days from the date of issue, unless withdrawn sooner. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document issued by the Supplier shall be subject to correction without liability. The Supplier may, at its sole discretion, reject any Order in whole or in part; in such case any payment already made shall be refunded without interest.

PRICE AND PAYMENT

The price of the Goods and/or Services shall be the price set out in the Supplier's current price list, or as otherwise agreed in writing. All prices are exclusive of VAT, which shall be added at the prevailing rate on a valid VAT invoice in accordance with the Value Added Tax Act 1994. Invoices shall be issued in GBP and are payable within thirty (30) days of the invoice date, by bank transfer in cleared funds to the account specified on the invoice, without set-off, deduction, counterclaim or withholding (save as required by law). Time for payment shall be of the essence. If the Buyer fails to pay any sum by the due date, the Supplier shall be entitled, without prejudice to any other right or remedy, to: (a) charge statutory interest at 8% per annum above the Bank of England base rate under sections 5A and 6 of the Late Payment of Commercial Debts (Interest) Act 1998; (b) recover fixed sum compensation of £40, £70 or £100 per invoice (depending on the amount of the debt) under section 5A of that Act; and (c) recover reasonable costs of debt recovery, including commercial recovery agents' and legal costs.

Retention of title: Title to the Goods shall not pass to the Buyer until the Supplier has received payment in full and in cleared funds of all sums due under the Contract and any other contract between the parties (Aluminium Industrie Vaassen BV v Romalpa Aluminium [1976] 1 WLR 676). Until title passes, the Buyer shall: hold the Goods as the Supplier's fiduciary bailee; store the Goods separately and clearly marked as the Supplier's property; maintain insurance against all usual risks; and on the Supplier's request, permit entry to premises to recover the Goods. Risk in the Goods shall nevertheless pass to the Buyer on delivery.

DELIVERY, RISK AND INSPECTION

Delivery basis: DAP — Delivered at Place (Incoterms 2020). Risk passes on tender of delivery at the Buyer's named place.

Estimated lead time: 10–15 working days (standard); 5 working days (express, surcharge applies). Any dates quoted for delivery are approximate only. Time of delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Supplier shall not be liable for any delay in delivery caused by a Force Majeure Event or by the Buyer's failure to provide the Supplier with adequate delivery instructions or other information relevant to the supply of the Goods. Risk of loss in the Goods shall pass to the Buyer in accordance with the delivery basis stated above and, where applicable, in accordance with Incoterms 2020 and section 20 of the Sale of Goods Act 1979.

Partial deliveries: The Supplier may make partial deliveries or separate performances. Each partial delivery or performance shall constitute a separate Contract to which these Terms apply; failure of the Supplier to deliver any one or more instalments in accordance with these Terms shall not entitle the Buyer to reject the rest or treat the Contract as repudiated.

Inspection: The Buyer shall inspect the Goods on delivery and shall, within 5 working days of delivery, give written notice of any defect or shortage apparent on reasonable examination. If no such notice is given, the Buyer shall be deemed to have accepted the Goods under section 35 of the Sale of Goods Act 1979 and the Supplier shall have no liability for any such defect or shortage. Defects not apparent on reasonable examination shall be notified within the warranty period below.

WARRANTIES AND STATUTORY TERMS

Goods warranty: The Supplier warrants that the Goods shall, for a period of twelve (12) months from the date of delivery, conform in all material respects with their description and be free from material defects in design, materials and workmanship.

Services warranty: The Supplier warrants that the Services shall be performed with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982 and the standards of a competent provider in the relevant sector.

Remedy: Where a defect is validly notified within the warranty period, the Supplier shall, at its option, repair or replace the defective Goods or re-perform the defective Services, or refund the price of the defective items. This remedy is the Buyer's sole and exclusive remedy for breach of warranty, save for any liability which cannot be limited or excluded under section 6 of the Unfair Contract Terms Act 1977.

Exclusion of implied terms: Save as set out in these Terms and save for the statutory terms that cannot lawfully be excluded, all terms, conditions and warranties, express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, subject to the reasonableness test under sections 3, 6, 7 and 11 and Schedule 2 of the Unfair Contract Terms Act 1977 and section 3 of the Misrepresentation Act 1967.

INTELLECTUAL PROPERTY

All intellectual property rights in the Goods, Services and any deliverables, including copyright, design rights, patents, trade marks, database rights and confidential know-how, remain the exclusive property of the Supplier or its licensors. The Buyer is granted a non-exclusive, non-transferable, royalty-free licence to use such intellectual property solely for the Buyer's internal business purposes and solely for the duration of, and to the extent required by, the Contract. The Buyer shall not copy, reverse-engineer, decompile, adapt or sub-licence any Supplier IP, save to the extent such restriction is prohibited by law.

Each party shall indemnify the other against all claims, liabilities and reasonable costs arising from any third-party allegation that the indemnifying party's pre-existing intellectual property, when used as contemplated by the Contract, infringes that third party's rights, provided that the indemnified party: (a) gives prompt written notice of the claim; (b) does not admit liability without consent; and (c) grants the indemnifying party sole conduct of the defence and settlement.

LIMITATION OF LIABILITY

Unlimited liabilities: Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title); (d) any liability which cannot lawfully be excluded or limited; or (e) a Buyer's obligation to pay sums properly due.

Excluded losses: Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (i) loss of profit; (ii) loss of business, revenue or contracts; (iii) loss of anticipated savings; (iv) loss of goodwill or reputation; (v) loss or corruption of data; or (vi) any indirect or consequential loss (Photo Production Ltd v Securicor [1980] AC 827 on the construction of exclusion clauses).

Aggregate cap: Subject to the above, the total aggregate liability of either party under or in connection with the Contract shall not exceed the total price paid or payable by the Buyer under the Contract in the twelve (12) months immediately preceding the event giving rise to the claim; and no claim shall be brought more than six (6) years after the cause of action arose (Limitation Act 1980).

Reasonableness: The parties acknowledge that, having regard to the nature of the supply, the availability of insurance and the price paid, the exclusions and limitations in these Terms are fair and reasonable within the meaning of sections 3, 6, 7 and 11 and Schedule 2 of the Unfair Contract Terms Act 1977 and section 3 of the Misrepresentation Act 1967.

FORCE MAJEURE

Neither party shall be in breach of the Contract, or otherwise liable for any failure or delay in performance (other than the obligation to pay sums already due), to the extent that such failure or delay is caused by an event beyond its reasonable control (a "Force Majeure Event"), including acts of God, fire, flood, pandemic or epidemic, war, terrorism, civil commotion, governmental or regulatory action or restriction, export or import controls or sanctions, failure of utilities or third-party infrastructure, industrial action not affecting only that party's workforce, and shortage of raw materials. The affected party shall notify the other within five (5) working days of the Force Majeure Event, use all reasonable endeavours to mitigate its effects and resume performance as soon as practicable. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Contract by giving thirty (30) days' written notice without liability (other than for sums accrued up to the termination date).

TERMINATION

Without prejudice to any other rights and remedies, either party may terminate any Contract with immediate effect by written notice to the other if the other: (a) commits a material breach of the Contract and, where capable of remedy, fails to remedy it within thirty (30) days of written notice requiring it to do so; (b) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (c) commences negotiations with its creditors with a view to rescheduling its debts, makes any composition or scheme of arrangement, or has an administrator, administrative receiver, liquidator or similar officer appointed; or (d) ceases, or threatens to cease, to carry on business. On termination: all outstanding sums become immediately due and payable; each party shall return or, at the other's request, destroy confidential information received from the other; and the clauses on limitation of liability, intellectual property, confidentiality, data protection, retention of title, anti-bribery and dispute resolution shall survive.

DATA PROTECTION

Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Personal data is processed in accordance with the Supplier's Privacy Notice available at https://www.vertexcomponents.co.uk/privacy, which sets out the information required by Articles 13 and 14 UK GDPR. International transfers of personal data outside the United Kingdom shall take place only on the basis of an adequacy regulation under section 17A of the Data Protection Act 2018 or the UK International Data Transfer Agreement (IDTA) or equivalent safeguards under Chapter V UK GDPR.

COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010, modern slavery including (where applicable) the Modern Slavery Act 2015 (including section 54 transparency requirements for qualifying commercial organisations), economic and trade sanctions, and all anti-money laundering and counter-terrorist financing laws. Each party shall have in place adequate procedures to prevent bribery under section 7(2) of the Bribery Act 2010. Breach of this clause shall be a material breach entitling the other party to terminate the Contract with immediate effect.

DISPUTE RESOLUTION AND GOVERNING LAW

Dispute resolution: Before commencing court proceedings (other than for urgent interim relief), the parties shall first attempt to resolve the dispute by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. A party may commence court proceedings if the mediation has not concluded within sixty (60) days of notice to mediate. Litigation shall be in the courts of England and Wales, which shall have exclusive jurisdiction.

Governing law: These Terms and any Contract (including any non-contractual dispute or claim arising out of or in connection with them) are governed by the law of England and Wales.

Service of process: Notices shall be in writing and served by hand, by pre-paid recorded post or by email to the addresses set out in the Contract, and shall be deemed served in accordance with Part 6 of the Civil Procedure Rules.

GENERAL PROVISIONS

Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes all prior representations, agreements and understandings, whether oral or written. Each party acknowledges that in entering into the Contract it has not relied on any statement, representation, warranty or understanding other than those expressly set out. Nothing in this clause limits any liability for fraud or fraudulent misrepresentation.

Variation: No variation of these Terms or any Contract shall be effective unless in writing and signed by authorised representatives of both parties.

Severance: If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed; the remaining provisions continue in full force and effect.

Waiver: No failure or delay in exercising any right or remedy shall operate as a waiver of that or any other right or remedy.

Assignment: The Buyer shall not assign, transfer, sub-contract or otherwise deal with any of its rights and obligations under the Contract without the Supplier's prior written consent. The Supplier may at any time assign, mortgage, charge, sub-contract or deal in any manner with all or any of its rights or obligations under the Contract.

Third-party rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

Counterparts and electronic signatures: Any written Contract may be executed in any number of counterparts, each of which when executed is an original. Signatures delivered by PDF or qualified electronic signature are effective.

Last updated: 2026-03-01  |  Version: v3.0 — March 2026.

For queries about these Terms, contact: sales@vertexcomponents.co.uk.