Terms of trade

1Who we are

Ulas Distribution Ltd is a private limited company registered in England and Wales, company number 16634324, with its registered office in North Wales. "We" and "us" mean Ulas Distribution Ltd. "You" means the business placing the order.

2Business customers only

We sell to businesses. By ordering you confirm that you are buying in the course of a trade, business or profession and not as a consumer. Consumer protection legislation does not apply to sales under these terms.

3Orders and acceptance

1. A quotation is an invitation to order and is valid for 7 days unless it says otherwise. Prices and availability can change until we accept your order.
2. Your order is accepted when we confirm it in writing, usually by email with an order confirmation or proforma invoice. No contract exists before that point.
3. The minimum order value is £250 excluding VAT and delivery. We may accept smaller orders at our discretion, with a handling charge stated at the time.
4. We may decline or limit any order, including where stock is no longer available or where an account is overdue.

4Prices and VAT

1. Prices are in pounds sterling and exclude VAT and delivery unless stated otherwise. Where VAT applies it is charged at the rate in force on the invoice date.
2. Where the price of goods changes between quotation and acceptance we will tell you before accepting the order, and you may cancel without charge.
3. Obvious errors in a price list, quotation or invoice may be corrected. We are not bound by an error a reasonable trade buyer would recognise as such.

5Payment

1. Unless a credit account has been agreed in writing, payment is by proforma invoice in full before dispatch. Bank transfer details are shown on the invoice.
2. Where a credit account has been agreed, invoices are payable within the period stated on the invoice. We may withdraw or reduce credit at any time.
3. If an invoice is not paid when due we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend further deliveries, and require proforma payment for future orders.
4. You may not withhold or set off any sum against our invoices without our written agreement.

6Delivery

1. Goods are dispatched from our warehouse in Atherstone, Warwickshire, normally within 1 to 3 working days of order confirmation and cleared payment. Dispatch dates are estimates and time is not of the essence.
2. Delivery is free to mainland UK addresses on orders over £500 excluding VAT. On smaller orders, and for the Scottish Highlands and Islands, Northern Ireland, offshore and non-UK addresses, the delivery charge is quoted with the order.
3. Delivery takes place when the goods are unloaded at the address you give us. Risk in the goods passes to you at that point. You must provide safe access and someone able to receive and sign for the goods.
4. If you fail to take delivery, we may charge for storage, redelivery and wasted transport, and may treat the order as cancelled after 14 days.
5. We may deliver in instalments. Each instalment is a separate contract. A problem with one instalment does not entitle you to reject the others.
6. Collection from our warehouse is by prior arrangement only.

7Checking your delivery

1. Check goods on arrival. Note any visible damage or shortfall on the carrier's delivery note before signing, and tell us in writing within 2 working days of delivery, with photographs where possible.
2. Non-delivery must be reported within 7 days of the invoice date.
3. If a claim is not made within these periods the goods are treated as delivered in accordance with the order and in good condition.

8Returns

1. Goods correctly supplied are not returnable. Please check quantities and specifications before ordering.
2. Where goods are faulty or not as ordered, tell us within 2 working days of delivery. If we agree the claim we will, at our option, replace the goods, credit them, or refund the price paid, and will arrange collection or reimburse agreed return carriage.
3. Returned goods must be unused, in their original packaging and in the condition received, unless the claim is that they were damaged on arrival.
4. This clause sets out your only remedy for goods that are faulty or not as ordered.

9Title and retention

1. Ownership of the goods does not pass to you until we have received payment in full, in cleared funds, for those goods and for any other goods we have supplied to you.
2. Until then you hold the goods as our bailee, must store them so they are identifiable as ours, keep them insured, and must not pledge or charge them. You may resell them in the ordinary course of your business, and the proceeds are held on trust for us to the extent of the sum you owe.
3. If payment is overdue, or you become insolvent, we may enter any premises where the goods are stored and recover them.

10The goods

1. We supply genuine branded goods obtained from brands, authorised distributors and other legitimate trade sources. We do not knowingly supply counterfeit or grey-market goods and will withdraw any line we cannot verify.
2. Descriptions, images and specifications are given in good faith from information supplied by the brand or supplier. Minor variations in packaging, pack size or specification may occur.
3. You are responsible for ensuring the goods are suitable for your purpose and for compliance with any requirements of the channels through which you sell them.

11Liability

1. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
2. Subject to 11.1, we are not liable for loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss.
3. Subject to 11.1, our total liability arising from any order is limited to the price paid for the goods under that order.
4. Except as set out in these terms, all warranties and conditions implied by law are excluded to the fullest extent permitted.

12Events outside our control

We are not liable for delay or failure caused by events outside our reasonable control, including supplier failure, carrier delay, strikes, severe weather or government action. Where such an event lasts more than 30 days either party may cancel affected orders without liability.

13Cancellation

Once an order has been accepted it may only be cancelled with our written agreement. Where we agree, we may deduct costs already incurred, including goods bought in specifically for the order.

14Data

We handle your details in line with our privacy policy. Delivery details for an order are shared with the carriers and logistics providers we use, solely to deliver that order.

15General

1. These terms, together with the order confirmation, are the whole agreement between us for the goods in that order. Any change must be agreed in writing.
2. You may not transfer your rights under an order without our written consent.
3. If any part of these terms is found unenforceable, the rest continues to apply.
4. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16Contact

Questions about an order or these terms: sales@udistro.co.uk. Please quote your order or invoice number.