TERMS AND CONDITIONS OF SALE (BUSINESS CUSTOMERS)

Version 2026.1

Delivery & Returns

This summary sets out our delivery and returns policy and forms part of these Conditions. In the event of conflict, the numbered Conditions below prevail.

Inspecting your delivery. You must inspect your goods on delivery, before accepting them. If the goods or packaging are visibly damaged, you must refuse the delivery so that we can make an insurance claim; if you accept a visibly damaged delivery we may be unable to refund or replace the goods. Damage, shortages or incorrect items that are not obvious on delivery must be reported to sales@afpairtech.co.uk within 5 working days, with photographs of the goods and packaging in the condition delivered.

30-day returns. You may return goods within 30 days of the delivery date. Goods delivered more than 30 days ago cannot be returned unless a warranty claim is being made. Please contact sales@afpairtech.co.uk to arrange a return before sending anything back.

Inspection and condition. All returned goods are inspected on return. If goods are not in a resellable condition, we may be unable to offer a refund or credit, or may offer a reduced amount to reflect their condition.

Refunds and shipping. Where a return is accepted, we refund or credit the original value of the item only and do not refund shipping or carriage costs. Return shipping is your responsibility and at your cost, unless the goods are returned under warranty, in which case we cover the return shipping.

1. Definitions and Interpretation

• In these terms and conditions (the "Conditions") the following definitions apply: "Seller" means AFP Air Tech Ltd (company number 8668450) of Unit 1 Gillmans Industrial Estate, Natts Lane, Billingshurst, West Sussex, RH14 9EZ; "Buyer" means the business, person or entity that buys, or agrees to buy, Goods from the Seller as identified on the Order, quotation, invoice or credit application; "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Conditions; "Goods" means the goods (and any related Services) the Seller supplies to the Buyer as described in the Order Confirmation; "Services" means any services supplied by the Seller, including advice or recommendations; "Order" means the Buyer's order for Goods; "Order Confirmation" means the Seller's written acceptance of an Order; "Price" means the price for the Goods; "Guarantor" means any person who agrees in a separate deed to guarantee the Buyer's obligations; "Ex Works" or "EXW" has the meaning given in Incoterms® 2020 (the Buyer collects the Goods, and takes responsibility for them, at the Seller's premises).
• A reference to a statute or statutory provision is a reference to it as amended or re-enacted. Clause headings do not affect interpretation. Words such as "including" are illustrative and do not limit the words that follow.
• Where the Buyer is more than one person, their obligations are joint and several.

2. Basis of Contract

• These Conditions apply to the Contract to the exclusion of any other terms the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• An Order constitutes an offer by the Buyer to purchase the Goods on these Conditions. The Order is only accepted, and a Contract is only formed, when the Seller issues an Order Confirmation or (if earlier) dispatches the Goods. Any quotation is an invitation to treat and is valid for 30 days.
• The Buyer is responsible for ensuring the accuracy of its Order and for giving the Seller any information needed to supply the Goods. The Buyer must give the Seller at least 14 days' written notice of any change to its name, registered address or contact details.
• These Conditions apply to Contracts with business customers only. Where the Buyer deals as a consumer, the Buyer's statutory rights under the Consumer Rights Act 2015 apply and, to the extent of any conflict, override these Conditions.

3. Price

• The Price is the price stated in the Order Confirmation or, if none, the price in the Seller's published price list at the date of dispatch.
• The Seller may, by notice before dispatch, increase the Price to reflect any increase in the cost of the Goods that is due to a factor beyond the Seller's control (including changes in materials, currency, taxes, duties or the Buyer's variation of the Order).
• The Price is exclusive of VAT and any other applicable taxes or duties, which the Buyer will pay in addition at the prevailing rate.

4. Payment

• The Seller operates primarily on a pro forma basis. Unless otherwise agreed in writing, full payment (or agreed staged payments) in cleared funds must be received before Goods are dispatched or made available for collection. Where credit terms are agreed, payment is due within the period stated in the Order Confirmation.
• Time for payment is of the essence. Payment is made by bank transfer, credit card or direct credit. The Seller does not store card details and does not sell or share customer details with third parties except as set out in the Data Protection clause.
• The Buyer must pay all amounts in full without set-off, counterclaim, deduction or withholding (except as required by law).
• If the Buyer fails to pay any sum when due, the consequences in the Default clause apply.

5. Deposits

• The Seller may require a deposit before commencing production or procurement. Production and procurement will not begin until the deposit is received in cleared funds.
• A deposit is a commitment to proceed with the Order. If the Buyer cancels other than for the Seller's material breach, the Seller may retain so much of the deposit as represents the costs and losses the Seller has reasonably incurred or committed up to cancellation (see the Cancellation clause). Any balance will be refunded.

6. Delivery

• Stock items are ordinarily dispatched within 5 working days on a next-working-day basis via the Seller's chosen carrier, unless collected by the Buyer or its agent. Saturday delivery or collection may be arranged by special request.
• Delivery takes place when the Buyer (or its nominated carrier or third party) takes possession of the Goods at the Seller's premises or the agreed delivery point. Where the Buyer nominates a carrier, that carrier is the Buyer's agent.
• Delivery dates and lead times are estimates only and are not of the essence. The Seller will use reasonable efforts to meet estimated dates but is not liable for delay caused by factors within the Force Majeure clause.
• The Buyer must take delivery, or collect the Goods, whenever they are tendered or made available. If the Buyer fails to do so, the Seller may charge reasonable storage costs for the period the Goods remain with the Seller.
• Unpaid pro forma orders: if a pro forma order is not paid in full within 30 days, the order expires and reverts to a quotation only, and the Seller may re-price the Goods before accepting any further order.
• Paid pro forma orders (Ex Works): where Goods sold Ex Works have been paid for on a pro forma basis but are not collected within 90 days of being made available for collection, the Seller may cancel the order and credit the amount paid to the Buyer's account with the Seller.
• Credit orders (Ex Works): where Goods sold Ex Works on agreed credit terms are not collected within 30 days of being made available for collection, the Seller may cancel the order, which then reverts to a quotation only, and the Seller may re-price the Goods before accepting any further order.
• The Seller may deliver by instalments, each invoiced separately. Each instalment is a separate contract; a defect in, or failure of, one instalment does not entitle the Buyer to treat the whole Contract as repudiated or to cancel remaining instalments.
• The Buyer must accept a delivered quantity within 5% (more or less) of the quantity ordered, with the Price adjusted pro rata.

7. Risk and Insurance

• Risk in the Goods passes to the Buyer on delivery.
• Until title passes to the Buyer, the Buyer must insure the Goods to their full replacement value against all usual risks, hold the policy on trust for the Seller, and on request produce evidence of insurance. If Goods are lost or damaged after delivery but before title passes, the Seller is entitled to the insurance proceeds to the extent of the sums owed.

8. Retention of Title

• Title to the Goods does not pass to the Buyer until the Seller has received payment in full and in cleared funds of (a) the Price of those Goods and (b) all other sums then due from the Buyer to the Seller on any account. This is an "all monies" retention of title.
• Payment by any method other than cash is not treated as made until the payment has cleared.
• Until title passes, the Buyer must store the Goods so that they remain identifiable as the Seller's property, must not remove, deface or obscure any identifying mark, and must not charge, pledge or grant any security interest over the Goods.
• The Buyer may use or resell the Goods in the ordinary course of its business before title passes. The Seller may, at any time before title passes, revoke that right by notice (including if the events in the Insolvency clause occur).
• The Seller may recover Goods in which title has not passed and, for that purpose, the Buyer grants the Seller and its agents a licence to enter any premises where the Goods are stored. The Seller may maintain an action for the Price even though title has not passed.
• Note: any wider retention (for example, claiming the proceeds of sub-sale or ownership of new products manufactured from the Goods) may take effect only as a charge that is void unless registered under section 859A of the Companies Act 2006, and is therefore not relied upon in these Conditions. [Confirm approach with your solicitor.]

9. Inspection, Defects and Acceptance

• The Buyer must inspect the Goods on delivery and notify the Seller in writing of any shortage, or of any defect or damage that is apparent on reasonable inspection, within 3 working days of delivery.
• For defects that are not apparent on reasonable inspection (latent defects), the Buyer must notify the Seller in writing within a reasonable time of the defect becoming apparent, and in any event within the warranty period.
• The Buyer must give the Seller a reasonable opportunity to inspect the Goods and, if asked, return them at the Seller's cost. If the Buyer does not notify the Seller in accordance with this clause, the Goods are deemed accepted, save in respect of latent defects notified under 9.2.
• Where Goods are accepted as defective, the Seller will, at its option, repair or replace the Goods or refund the Price, and this is the Buyer's sole remedy for such defect (subject to the Buyer's non-excludable statutory rights).

10. Cancellation and Returns

• The Buyer may cancel an Order only with the Seller's written agreement. Goods that are made-to-order, bespoke, customised or non-stock cannot be cancelled once production, procurement or material allocation has begun, except for the Seller's material breach.
• Where cancellation is agreed, the Buyer must pay the Seller's reasonable costs and losses arising from the cancellation, being a genuine reflection of the loss the Seller suffers. For bespoke or non-resellable Goods this may be up to 100% of the Order value where that reflects the Seller's actual committed cost and loss of profit.
• The Seller does not accept the return of non-defective Goods as of right. The Seller may, at its discretion, accept the return of unused non-defective stock Goods for credit if returned within 7 days of delivery in as-delivered condition with all packaging, subject to a handling charge of up to 50% of their value plus carriage.

11. Warranty

• The Seller warrants that, for 24 months from delivery, the Goods will be free from material defects in the Seller's workmanship. This warranty is in addition to the Buyer's non-excludable statutory rights.
• The warranty does not apply to defects caused by fair wear and tear; failure to maintain, install or use the Goods in accordance with the Seller's or manufacturer's instructions; use outside the application specified in the Order; continued use after a defect is or should be apparent; accident, misuse or alteration; or repair or modification without the Seller's consent.
• For Goods not manufactured by the Seller, the Buyer has the benefit of the manufacturer's warranty only, and the Seller will pass through or assist with such claims but is not otherwise responsible for those Goods beyond the Buyer's non-excludable statutory rights.
• Second-hand Goods are sold on the basis that the Buyer has had a full opportunity to inspect them; to the fullest extent permitted by law, no warranty as to quality or fitness is given for second-hand Goods.

12. Statutory Rights

• Nothing in these Conditions excludes or limits any term implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982 where such exclusion or limitation is not permitted by law.
• As between the Seller and a business Buyer, and subject to the Limitation of Liability clause, all terms implied by statute or common law are excluded to the fullest extent permitted by the Unfair Contract Terms Act 1977. Any such exclusion is subject to the requirement of reasonableness under that Act.

13. Limitation of Liability

• Nothing in these Conditions limits or excludes the Seller's liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title); defective products under the Consumer Protection Act 1987; or any other liability that cannot lawfully be limited or excluded.
• Subject to clause 13.1, the Seller is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.
• Subject to clause 13.1, the Seller's total liability arising under or in connection with the Contract shall not exceed the total Price paid by the Buyer under the Contract.
• The Seller has given the Buyer the opportunity to buy Goods on terms that would make the Seller liable more widely (for example at a higher price with wider warranties). These Conditions reflect the agreed allocation of risk and the Price reflects it.
• Unpaid Seller's rights: where the Buyer leaves any item with the Seller for repair, modification, exchange or Service and the Price is unpaid, the Seller has a lien over the item, may retain it until paid, and (after reasonable notice) may sell it and account for any excess. The lien continues despite the commencement of proceedings or judgment for the Price.

14. Product Compliance and Conformity Marking

• The Seller warrants that Goods it places on the market in Great Britain comply with applicable product-safety and conformity requirements, including (as relevant) electromagnetic compatibility, low-voltage, machinery, ecodesign, energy-labelling and RoHS requirements, and carry a valid CE or UKCA conformity marking where required.
• The Buyer acknowledges that, for goods placed on the Northern Ireland market, CE (and where applicable UK(NI)) marking rules apply, and that the Buyer is responsible for compliance arising from any onward supply, export, installation or modification it carries out.
• The Seller will provide available declarations of conformity, safety data and installation or operating instructions on request. The Buyer must follow them and pass relevant safety information to end users.

15. Intellectual Property

• All intellectual property rights in designs, drawings, specifications and other materials the Seller creates remain the Seller's property. The Buyer may use them only for the purpose of the Contract and only with the Seller's consent.
• The Buyer warrants that any designs, specifications or instructions it supplies will not cause the Seller to infringe any third party's intellectual property rights, and the Buyer indemnifies the Seller against any claim arising from such infringement.

16. Confidentiality

• Each party must keep confidential all non-public information disclosed by the other in connection with the Contract, use it only for the Contract, and not disclose it except to its personnel and advisers who need it (who are bound by equivalent obligations) or as required by law.
• This clause does not apply to information that is or becomes public through no breach, was already lawfully known, or is independently developed.

17. Default and Consequences of Default

• If any invoice is not paid when due, the Seller may charge interest and fixed compensation on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998 (statutory interest at 8% above the Bank of England base rate, plus fixed sums of £40, £70 or £100 per invoice). The Seller does not additionally charge contractual compound interest.
• The Buyer must indemnify the Seller against reasonable costs of recovering overdue sums, including reasonable legal and collection-agency costs.
• Without prejudice to its other rights, if the Buyer breaches the Contract (including failing to pay), the Seller may suspend or cancel further deliveries and Services. The Seller is not liable for loss the Buyer suffers as a result of a suspension or cancellation properly made under this clause.
• The statutory fixed compensation under clause 17.1 is intended to cover the Seller's administrative costs of recovering late payments; the Seller does not levy a separate monthly administration fee.

18. Insolvency and Acceleration

• All sums owing to the Seller become immediately payable, and the Seller may suspend or cancel any unperformed Order, if: any payment is overdue; the Seller reasonably believes the Buyer will be unable to pay its debts as they fall due; or the Buyer becomes insolvent, enters or proposes an arrangement with creditors, or has an administrator, receiver, manager or liquidator appointed over it or any of its assets.

19. Security and Guarantees

• The Seller may require a personal or parent-company guarantee as a condition of credit. Any guarantee, and any charge over assets to secure the Buyer's obligations, must be given by a separate deed executed with the formalities required by law; such security is not created by these Conditions alone.
• The Seller does not provide bank guarantees, performance bonds, advance-payment guarantees or any on-demand or financial security instrument, and none forms part of the Contract unless expressly agreed in writing.

20. Force Majeure

• The Seller is not liable for any delay or failure to perform caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic or pandemic, fire, flood, storm, strike or other industrial action, and failure of utilities or transport networks. Ordinary commercial difficulties do not by themselves constitute such an event.
• The Seller will notify the Buyer of the event and its likely effect. Time for performance is extended for the duration of the event.
• If the event continues for more than 30 days, either party may terminate the affected Order by written notice, in which case the Seller will refund sums paid for Goods not delivered, and neither party has any further liability except for accrued rights.

21. Anti-Bribery, Modern Slavery and Compliance with Laws

• Each party must comply with all applicable laws, including the Bribery Act 2010, and must not engage in any activity that would constitute an offence under it.
• Each party must comply with the Modern Slavery Act 2015 and take reasonable steps to ensure there is no slavery or human trafficking in its business or supply chains.
• The Buyer must comply with all applicable export-control and sanctions laws and must not export, re-export or divert the Goods in breach of them. The Buyer is responsible for obtaining any export or import licence required for its onward dealings.

22. Data Protection

• The Seller processes personal data in accordance with the UK GDPR and the Data Protection Act 2018. Details of how the Seller uses personal data, the lawful bases relied on, retention periods and individuals' rights are set out in the Seller's privacy notice at www.afpairtech.co.uk/privacy.
• The Seller may process the Buyer's and its representatives' personal data to perform the Contract, to assess creditworthiness, for its legitimate business interests (including credit checks, debt recovery and business analysis) and to comply with legal obligations. Where the Seller relies on credit-reference or debt-collection agencies, it may share and obtain data with them for those purposes.
• Any international transfer of personal data will be made only with appropriate safeguards as required by the UK GDPR. Individuals have the rights set out in the privacy notice, including rights of access and rectification.

23. Assignment and Subcontracting

• The Seller may assign, subcontract or otherwise deal with any of its rights or obligations under the Contract. The Buyer may not assign, transfer or subcontract any of its rights or obligations without the Seller's prior written consent.

24. Notices

• Notices must be in writing and sent to the party's registered office or principal place of business, or to an email address the recipient has notified for that purpose. A notice is deemed received: if delivered by hand, on delivery; if by pre-paid first-class post, on the second working day after posting; if by email, on transmission provided no failure notice is received.

25. General

• 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 of its terms.
• Waiver: no failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents any further exercise.
• Severance: if any provision is or becomes invalid or unenforceable, it is deemed modified to the minimum extent necessary or, if that is not possible, deleted, and the remaining provisions continue in force.
• Variation: the Seller may amend these Conditions on notice; the amended Conditions apply to Orders placed after the notice. No other variation is effective unless agreed in writing.
• Entire agreement: the Contract constitutes the entire agreement between the parties and supersedes all prior discussions. Each party agrees that it has not relied on any statement or representation not set out in the Contract. Nothing limits liability for fraud or fraudulent misrepresentation.
• Counterparts and electronic acceptance: the Contract may be accepted in writing, electronically, or by the Buyer's conduct in accepting Goods, and may be signed in counterparts.

26. Dispute Resolution

• The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives. If not resolved within 30 days, either party may pursue its rights under the Governing Law clause. This clause does not prevent either party from seeking urgent interim relief or from pursuing recovery of undisputed overdue sums.

27. Governing Law and Jurisdiction

• The Contract and any dispute or claim arising out of it (including non-contractual disputes) are governed by the law of England and Wales.
• The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

Risk & Enforceability Notes

The table below records the main changes made from the previous version and why. Items marked “watch” remain commercially assertive and should be confirmed with your solicitor.

Confirmed commercial settings

• Quotation validity: 30 days (clause 2.2).
• Unpaid pro forma orders: expire after 30 days and revert to a re-priceable quotation (clause 6).
• Paid pro forma Ex Works Goods uncollected after 90 days: order cancelled and the amount credited to the customer account (clause 6).
• Credit Ex Works Goods uncollected after 30 days: order cancelled and reverts to a re-priceable quotation (clause 6).
• Liability cap: the total Price paid by the Buyer under the Contract (clause 13.3).
• Late payment: statutory Late Payment of Commercial Debts (Interest) Act only — 8% above Bank of England base rate plus fixed sums of £40/£70/£100 per invoice; no separate monthly administration fee (clause 17).
• Force majeure termination trigger: 30 days (clause 20.3).
• Dispute-resolution escalation period: 30 days (clause 26.1).
• Privacy notice: www.afpairtech.co.uk/privacy — the privacy notice itself still needs to be drafted (clause 22.1).
• Credit-account guarantees: clause 19.1 keeps it open for AFP to require a personal or parent-company guarantee by deed, case by case.