Terms and Conditions of Sale

Effective Date: 31 July 2025

Introduction

Effective Date: 31 July 2025
Company: Kriloha Ltd
Website: www.brassandmetalparts.com
Registered in: England and Wales
Company No.: 06991244
Registered Office: 3 Stanhope Gate, Yorktown Business Park, Camberley, Surrey, GU15 3DW
Email: sales@brassandmetalparts.com

Interpretation

1.1. “Seller” means Kriloha Ltd.
1.2. “Buyer” means the business or company purchasing goods from the Seller.
1.3. “Goods” means the products or materials supplied by the Seller.
1.4. “Contract” means the legally binding agreement for the sale and purchase of Goods, incorporating these terms.
1.5. “Writing” includes email, online forms, and written correspondence.

Application of Terms

2.1. These terms apply to all B2B sales made by the Seller.
2.2. Any differing terms proposed by the Buyer are excluded unless expressly agreed in writing.
2.3. No variation of these terms shall be binding unless agreed in writing by an authorised officer of the Seller.

Quotations and Orders

3.1. All quotations are valid for 30 days unless otherwise stated.
3.2. Orders constitute an offer by the Buyer and shall only be deemed accepted when confirmed in writing by the Seller.
3.3. The Seller reserves the right to refuse any order without providing a reason.

Price and Payment

4.1. Prices are exclusive of VAT, delivery, packaging, and insurance unless stated otherwise.
4.2. The Seller may adjust prices due to changes in raw material costs, exchange rates, or regulatory costs.
4.3. Payment terms are together with the order, unless otherwise agreed in writing, 30 days from the date of the invoice
4.4. If the Buyer fails to make payment by the due date:

  • Interest shall accrue daily at a rate of 8% above the Bank of England base rate (Late Payment of Commercial Debts Act 1998).
  • The Seller may suspend further deliveries and/or cancel the Contract.

Delivery

5.1. Delivery dates are estimates only, and time is not of the essence.
5.2. Delivery shall be to the location agreed by the parties or to the Buyer’s premises.
5.3. Risk in the Goods passes on delivery.
5.4. Title to Goods shall pass only upon full payment.

Inspection and Acceptance

6.1. The Buyer must inspect the Goods immediately upon delivery.
6.2. Any damages, shortages, or defects must be reported in writing within 2 business days.
6.3. Failure to report within this timeframe constitutes deemed acceptance.

Returns and Cancellations

7.1. Returns are only accepted with prior written authorisation and may be subject to a restocking fee.
7.2. Custom or special-order Goods are non-refundable.
7.3. The Seller reserves the right to refuse returns of used, damaged, or altered Goods.

Warranty

8.1. The Seller warrants that Goods will be free from material defects in workmanship for 3 months from delivery, unless otherwise specified.
8.2. The Seller’s liability is limited to repairing, replacing, or refunding defective Goods.
8.3. This warranty does not apply to:

  • Misuse, neglect, improper storage, or installation
  • Wear and tear or damage after delivery
  • Goods modified by the Buyer or a third party

Limitation of Liability

9.1. Nothing in this agreement limits liability for death, personal injury, or fraud.
9.2. Subject to 9.1:

  • The Seller is not liable for indirect or consequential loss, including loss of profit, contracts, or goodwill.
  • The Seller’s total liability shall not exceed the total amount paid by the Buyer for the Goods giving rise to the claim.

Force Majeure

10.1. The Seller shall not be liable for failure to perform due to events beyond its reasonable
control, including, but not limited to:

  • Acts of God, war, terrorism, pandemic, industrial actions, supplier failure, transport delays, and government restrictions.

Termination

11.1. The Seller may terminate the Contract with immediate effect if:

  • The Buyer becomes insolvent or enters administration/liquidation
  • The Buyer fails to pay any amount when due
  • There is a material breach of Contract

Confidentiality

12.1. Each party agrees to keep confidential all commercial, pricing, or technical information shared under this Contract.
12.2. This obligation survives termination of the Contract.

Export Control and Compliance

13.1. The Buyer is responsible for ensuring compliance with all applicable export/import laws, sanctions, and controls.
13.2. The Seller shall not be liable for delays due to customs or regulatory restrictions.

General

14.1. No waiver of rights under this agreement shall be deemed unless in writing.
14.2. If any clause is held invalid or unenforceable, the remainder of the Terms shall remain in force.
14.3. The Contract does not create any partnership, joint venture, or agency relationship.

Governing Law and Jurisdiction

15.1. These Terms and any dispute arising out of them shall be governed by the laws of England and Wales.
15.2. The parties irrevocably submit to the exclusive jurisdiction of the English courts.

Contact

For queries about these terms, contact:
email: info@brassandmetalparts.com