Terms and Conditions

1.1 Definitions:  

a) Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

b) Conditions: the terms and conditions set out in this document as amended from time to time. 

c) Contract: the contract for the sale and purchase of the Goods in accordance with these Conditions. 

d) Customer: the person or entity who purchases the Goods from Reflo. 

e) Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including acts of God, flood, fire, war, terrorism, strike, supply chain disruption or failure of utilities. 

f) Goods: the goods (or any part of them) set out in an Order. 

g)Order: the Customer's order for the Goods, whether submitted by email, telephone, purchase order, online portal, acceptance of a quotation or otherwise. 

h) Supplier: Reflo Sports Ltd. 

2. Interpretation:

a) Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

b) A reference to writing or written includes email. 

2. Basis of contract 

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable specification are complete and accurate. 

2.3 The Order shall only be deemed to be accepted when Reflo issues a written order confirmation or otherwise confirms acceptance in writing, at which point and on which date the Contract shall come into existence.  Stock availability shall not be guaranteed until such confirmation has been issued 

2.4 A quotation for the Goods given by Reflo shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue. 

3. Delivery 

3.1 Reflo shall ensure that:  

a)The Goods shall either: 

b)be delivered by Reflo to the location set out in the Order or such other location agreed in writing; or 

c)be collected by the Customer from Reflo’s premises or such other location notified by Reflo. 

3.2 Delivery is completed on: 

a) unloading of the Goods at the Delivery location; or 

b) loading of the Goods at the collection location. 

3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Reflo shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Reflo with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 

3.4 If the Customer fails to take delivery of the Goods within 7 Business Days of Reflo notifying the Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or Reflo's failure to comply with its obligations under the Contract in respect of the Goods: 

a) delivery of the Goods shall be deemed to have been completed seventh Business Day after the day on which Reflo notified the Customer that the Goods were ready; and 

b) Reflo shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance). 

3.5 If 10 Business Days after the date on which Reflo notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, Reflo may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

3.6 Reflo may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.  

4. Quality / Accuracy of Goods Delivered 

4.1 Reflo warrants that the Goods will be of satisfactory quality on delivery. 

4.2 The Customer must inspect the Goods on delivery and notify Reflo in writing within 3 days of delivery of any shortage, damage or discrepancy between the Goods delivered and the applicable Order, quotation or invoice. If the Customer does not notify Reflo within this period, the Goods shall be deemed accepted as delivered 

4.3 The Customer must notify Reflo of any defect within 60 days of delivery. Reflo shall have no liability for defects notified after this period.   

4.4 Reflo’s liability for defective Goods is limited to replacement or refund. 

5. Title and risk 

5.1 The risk in the Goods shall pass to the Customer on completion of delivery. 

5.2 Title to the Goods shall not pass to the Customer until Reflo receives payment in full (in cash or cleared funds) for the Goods. 

5.3 Until title to the Goods has passed to the Customer, the Customer shall:  

a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Reflo's property;  

b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 

d) notify Reflo immediately if it becomes subject to any of the events listed in clause 8.1(b) to (d); and 

e) give Reflo such information as Reflo may reasonably require from time to time relating to: 

• i) the Goods; and 

• ii) the Customer's ongoing financial position. 

5.4 Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Reflo receives payment for the Goods. However, if the Customer resells the Goods before that time: 

a) it does so as principal and not as Reflo’s agent; and 

b) title to the Goods shall pass from Reflo to the Customer immediately before the time at which resale by the Customer occurs. 

5.5 At any time before title to the Goods passes to the Customer, Reflo may: 

a) by notice in writing to the Customer, terminate the Customer's right under clause 5.4 to resell the Goods or use them in the ordinary course of its business; and 

b) require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them.  

6.  Price and payment 

6.1 The price of the Goods shall be the price agreed between Reflo and the Customer, including as set out in any applicable quotation, price list, order confirmation or invoice. 

6.2 Reflo may, by giving notice in writing to the Customer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 

a) any factor beyond Reflo's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 

b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or their specification; or  

c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving Reflo adequate or accurate information or instructions.  

6.3 The price of the Goods:  

a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Reflo at the prevailing rate, subject to the receipt of a valid VAT invoice; and 

b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. 

6.4 Following acceptance of an Order, Reflo shall issue an invoice to the Customer for the Goods. 

6.5 Before dispatch the Customer shall pay each invoice submitted by Reflo: 

a) in accordance with any credit terms agreed in writing by Reflo; and 

b) in full and in cleared funds to a bank account nominated in writing by Reflo, and time for payment shall be of the essence of the Contract. 

6.6 Reflo may withhold dispatch of the Goods until payment has been received in accordance with clause 6.5. 

6.7 If Reflo suspends, withdraws or varies any credit terms, Reflo may require immediate payment of all outstanding sums and/or payment in advance for future orders. 

6.8 If the Customer fails to make a payment due to Reflo under the Contract by the due date, then without limiting Reflo's remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 

6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

7. Limitation of liability 

7.1 The limits and exclusions in this clause 7 reflect the insurance cover Reflo has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability. 

7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise. 

7.3 Nothing in the Contract limits any liability for: 

a) death or personal injury caused by negligence; 

b) fraud or fraudulent misrepresentation; or 

c) any other liability that cannot legally be limited or excluded. 

7.4 Subject to clause 7.3, Reflo's total liability to the Customer shall not exceed the amount paid by the Customer for any Goods in the 12 calendar months preceding the event or default which gives rise to a claim.  

7.5 Subject to clause 7.3, the following types of loss are wholly excluded: 

a) loss of profits (including loss of anticipated savings); 

b) loss of sales or business; 

c) loss of agreements or contracts; 

d) loss of use or corruption of software, data or information; 

e) loss of or damage to goodwill; and 

f) indirect or consequential loss. 

g) This clause 7 shall survive termination of the Contract. 

8.  Termination  

8.1 Without limiting its other rights or remedies, Reflo may terminate the Contract with immediate effect by giving written notice to the Customer if: 

a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;  

b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;  

c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 

d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 

8.2 Without limiting its other rights or remedies, Reflo may suspend supply of the Goods under the Contract or any other contract between the Customer and Reflo if the Customer becomes subject to any of the events listed in clause 8.1 or Reflo reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 

8.3 Without limiting its other rights or remedies, Reflo may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 

8.4 Without prejudice to any other rights or remedies, if the Customer fails to pay any amount due under the Contract on the due date, Reflo may at any time: 

a) cancel any outstanding orders; 

b) withdraw or vary any credit terms; 

c) require payment in advance for any further supply; and  

d) allocate any payments received from the Customer against any outstanding invoices at its discretion. 

8.5 On termination of the Contract for any reason the Customer shall immediately pay to Reflo all of Reflo's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Reflo shall submit an invoice, which the Customer shall pay immediately on receipt. 

8.6 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 

8.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. 

9. Force majeure 

10. General 

10.1 Assignment and other dealings. 

a) Reflo may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer. 

b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. 

10.2 Entire agreement. 

a) The Contract constitutes the entire agreement between the parties. 

b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in the Contract.

10.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

10.4 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

10.5 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.