Terms & Conditions

TRADE ACCOUNT AND CREDIT FACILITY TERMS AND CONDITIONS

Version 1.0

1. ABOUT THESE TERMS

1.1 These Terms and Conditions govern the supply of goods by (Zuno Ltd.] ("Company", "we", "our", "us") to approved trade customers ("Customer", "you", "your").

1.2 These Terms apply to all purchases made using a Trade Account and any associated credit facility granted by the Company.

1.3 By applying for a Trade Account, placing an order, or accepting these Terms electronically, the Customer agrees to be bound by them.

1.4 These Terms shall apply to the exclusion of any terms proposed by the Customer unless expressly agreed in writing by the Company.

2. DEFINITIONS

“Account” means the Trade Account established by the Company for the Customer.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

“Credit Facility” means any credit limit made available by the Company.

“Credit Limit” means the maximum amount of credit approved by the Company.

“Goods” means products supplied by the Company.

“Order” means any request to purchase Goods.

“Website” means any website, portal or digital ordering platform operated by the Company.

Insolvency Event includes:

a) administration;

b) liquidation;

c) bankruptcy;

d) winding-up petition;

e) company voluntary arrangement;

f) appointment of a receiver;

g) inability to pay debts as they fall due.

 

3. TRADE CREDIT ACCOUNT APPLICATION & CREDIT FACILITY

3.1 The Customer warrants that all information provided during the application process is accurate and complete.

3.2 The Company reserves the right to:

a) approve or reject any application;

b) request additional information;

c) require trade references;

d) require director verification;

e) request financial information.

3.3 Approval of an Account does not create any obligation on the Company to provide credit.

3.4 The Customer shall promptly notify the Company of any changes to:

a) ownership;

b) directors;

c) trading address;

d) registered office;

e) legal status;

f) VAT registration.

3.5 Any Credit Facility is provided solely at the Company's discretion.

3.6 The Company may:

a) grant a Credit Limit;

b) refuse a Credit Limit;

c) amend a Credit Limit;

d) suspend a Credit Limit;

e) withdraw a Credit Limit.

3.7 The Company is under no obligation to explain any credit decision.

3.8 The Customer shall not exceed the approved Credit Limit.

3.9 Orders that would exceed the Credit Limit may be rejected or held pending payment.

4. CREDIT CHECKS AND MONITORING

4.1 By completing an application, the Customer authorises the Company to undertake (via authorised firm www.redflagalert.com) credit assessments before and after approval of a Trade Credit Account.

4.2 Such assessments may include:

a) searches with credit reference agencies;

b) identity verification;

c) anti-fraud checks;

d) verification of directors and beneficial owners.

4.3 The Company may conduct ongoing monitoring throughout the life of the Account.

4.4 Credit decisions may be based on information obtained from third parties.

4.5 The Customer acknowledges that soft credit searches may leave a record on relevant credit files.

 

5. ORDERS

5.1 All Orders are subject to acceptance.

5.2 The Company may reject any Order without liability.

5.3 An Order shall only become binding when accepted by the Company.

5.4 Product descriptions, images and specifications are provided for guidance only.

5.5 The Company reserves the right to amend specifications where necessary.

 

6. PRICE

6.1 Prices shall be those applicable on the date the Order is accepted.

6.2 Prices may be amended without notice.

6.3 All prices are exclusive of VAT unless otherwise stated.

6.4 Delivery charges may apply and shall be notified before completion of the Order.

 

7. PAYMENT TERMS

7.1 Unless otherwise agreed in writing, invoices shall be payable within thirty (30) days end of month.

7.2 Payment shall be made in full and in cleared funds.

7.3 Time for payment shall be of the essence.

7.4 No deduction, withholding, counterclaim or set-off shall be permitted.

7.5 The Company may allocate payments against any outstanding invoices at its discretion.

 

8. LATE PAYMENT

8.1 If payment is not received by the due date, the Company may:

a) suspend the Account;

b) withdraw credit facilities;

c) place future Orders on hold;

d) require payment in advance;

e) commence recovery action.

f) right to offset against other monies due

8.2 Interest may be charged under the Late Payment of Commercial Debts (Interest) Act 1998.

8.3 The Customer shall reimburse all reasonable recovery, legal and collection costs incurred by the Company.

 

9. DELIVERY

9.1 Delivery dates are estimates only.

9.2 Time shall not be of the essence for delivery.

9.3 Risk in the Goods passes upon delivery.

9.4 The Company shall not be liable for delays caused by:

a) manufacturers;

b) carriers;

c) shortages;

d) force majeure events;

e) circumstances outside its reasonable control.

9.5 The Customer shall inspect Goods upon delivery.

9.6 Any shortages, damages or defects apparent on delivery must be reported within two Business Days.

 

10. RETURNS AND REFUNDS

10.1 Returns require prior authorisation.

10.2 Goods must be:

a) unused;

b) undamaged;

c) fit for resale;

d) returned in original packaging.

10.3 Special-order, bespoke or non-stock items may not be returned.

10.4 A restocking charge may apply.

10.5 Faulty Goods shall be dealt with in accordance with the manufacturer's warranty and applicable law.

 

11. ACCOUNT SECURITY

11.1 The Customer is responsible for maintaining the security of all account credentials.

11.2 Orders placed using authorised credentials shall be deemed authorised by the Customer.

11.3 The Customer shall immediately notify the Company of:

a) unauthorised access;

b) suspected fraud;

c) security breaches.

 

12. SUSPENSION AND TERMINATION

12.1 The Company may suspend or terminate the Account immediately where:

a) payment is overdue;

b) a Credit Limit is exceeded;

c) misleading information has been supplied;

d) fraud is suspected;

e) an Insolvency Event occurs;

f) the Customer breaches these Terms.

12.2 Suspension shall not affect liability for outstanding sums.

12.3 The Company may terminate any Account on written notice.

 

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms excludes liability for:

a) death or personal injury caused by negligence;

b) fraud;

c) any liability which cannot be excluded by law.

13.2 Subject to Clause 16.1, the Company's total liability shall not exceed the value of the Order giving rise to the claim.

13.3 The Company shall not be liable for:

a) loss of profit;

b) loss of revenue;

c) loss of business;

d) loss of opportunity;

e) indirect loss;

f) consequential loss.

 

14. DATA PROTECTION

14.1 The Company shall process personal data in accordance with applicable data protection legislation.

14.2 Information may be shared with:

a) credit reference agencies;

b) fraud prevention agencies;

c) debt recovery providers;

d) professional advisers;

e) regulators where required.

14.3 Full details are available within the Company's Privacy Notice.

 

15. ANTI-FRAUD AND COMPLIANCE

15.1 The Customer shall comply with all applicable laws.

15.2 The Company reserves the right to refuse supply where fraud, sanctions breaches, money laundering concerns or other unlawful activity is suspected.

15.3 The Company may request evidence of identity, business legitimacy or source of funds.

 

16. FORCE MAJEURE

16.1 The Company shall not be liable for any failure or delay caused by events outside its reasonable control.

16.2 Such events include but are not limited to:

a) supplier failure;

b) transport disruption;

c) labour disputes;

d) cyber incidents;

e) acts of government;

f) natural disasters.

17. GENERAL

17.1 The Company may amend these Terms from time to time.

17.2 If any provision is unenforceable, the remaining provisions shall continue in force.

17.3 Failure to enforce any right shall not constitute a waiver.

17.4 These Terms constitute the entire agreement between the parties.

17.5 These Terms shall be governed by the laws of England and Wales.

17.6 The courts of England and Wales shall have exclusive jurisdiction.