Terms & Conditions
AssaFlex UK | Standard Terms and Conditions of Sale
Last updated: January 2026
Contents
12. Storage and Late Collection
21. Sanctions and Trade Restrictions
1, Definitions
In these Terms and Conditions:
“AssaFlex” means AssaFlex Ltd.
“Customer” means the person, firm, or company purchasing Goods or Services from AssaFlex.
“Goods” means all products, components, assemblies, or equipment supplied by AssaFlex.
“Services” means installation, consultancy, technical assistance, or other services provided by AssaFlex.
“Contract” means any agreement between AssaFlex and the Customer for the sale of Goods or provision of Services.
2, Basis of Contract
2.1 These Terms and Conditions apply to all quotations, orders, and contracts for the sale of Goods or provision of Services by AssaFlex.
2.2 Any variation to these Terms shall only be binding if agreed in writing by an authorised representative of AssaFlex.
2.3 Any terms proposed by the Customer that conflict with these Terms shall not apply unless expressly accepted in writing by AssaFlex.
2.4 The Contract constitutes the entire agreement between the parties and supersedes any previous agreements or understandings.
3, Quotations
3.1 Quotations issued by AssaFlex are valid for 30 days unless otherwise stated.
3.2 Quotations are based on information provided by the Customer and may be revised if specifications change.
3.3 A quotation does not constitute a binding offer.
4. Acceptance of Orders
4.1 Orders shall only become binding when:
- accepted in writing by AssaFlex; or
- production of the Goods has commenced.
4.2 AssaFlex reserves the right to refuse any order before acceptance.
5, Prices
5.1 Prices are quoted Ex Works (EXW) AssaFlex premises in accordance with Incoterms® 2020, unless otherwise agreed in writing.
5.2 Prices exclude:
- VAT
- customs duties
- export documentation
- insurance
- transportation costs
unless expressly stated.
5.3 AssaFlex reserves the right to adjust prices where costs increase due to:
- raw material price changes
- exchange rate fluctuations
- regulatory changes
- supply chain disruption.
6, Payment Tearm
6.1 Payment terms shall be specified in the quotation or invoice.
6.2 Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
6.3 AssaFlex reserves the right to require deposits, staged payments, or full payment before shipment.
6.4 If the Customer fails to make payment when due, AssaFlex may:
- suspend deliveries
- cancel outstanding orders
- recover costs incurred.
6.5 Interest shall accrue on overdue amounts at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
6.6 No Set-Off or Withholding
The Customer shall pay all invoices in full without deduction, set-off, counterclaim, or withholding of any kind.
Any dispute relating to Goods or Services shall not entitle the Customer to delay payment.
7, Technical Specifications
7.1 Goods shall be manufactured according to specifications agreed between the parties.
7.2 The Customer is responsible for ensuring accuracy of information supplied to AssaFlex.
7.3 AssaFlex shall not be liable for issues arising from incorrect or incomplete information provided by the Customer.
8, Standards and Compliance
8.1 Where no standards are specified, AssaFlex shall manufacture Goods in accordance with recognised industry standards.
8.2 Special compliance requirements must be agreed in writing prior to order acceptance.
9, Delivery
9.1 Delivery dates are estimates only and time shall not be of the essence unless expressly agreed.
9.2 AssaFlex shall not be liable for delays caused by circumstances beyond its reasonable control including customs delays or transport disruption.
9.3 Risk in the Goods passes to the Customer according to the agreed Incoterms.
10. Packaging
Goods shall be packaged in accordance with normal commercial practice unless special packaging is agreed in writing.
11. Transport and Insurance
Transport arrangements shall be agreed between the parties.
Where transport is arranged by the Customer, risk transfers once the Goods leave AssaFlex premises.
12. Storage and Late Collection
If the Customer fails to collect Goods within 14 days of notification of readiness, AssaFlex may:
- store the Goods at the Customer’s risk
- charge reasonable storage fees
- invoice the Goods as delivered.
12A. Refused Delivery or Abandoned Goods
If the Customer refuses delivery, fails to arrange customs clearance, or otherwise abandons Goods in transit, AssaFlex may store, redirect, return, or dispose of the Goods at the Customer’s risk and expense.
The Customer shall remain liable for the full contract price together with any storage, transport, customs, demurrage, or disposal costs incurred.
13, Retention of Title
13.1 Ownership of the Goods remains with AssaFlex until full payment has been received.
13.2 Until ownership transfers, the Customer shall store the Goods separately and maintain them in good condition.
13.3 AssaFlex reserves the right to recover Goods where payment is overdue.
14, Warranty
14.1 AssaFlex warrants that Goods will be free from defects in materials and workmanship for 12 months from delivery.
14.2 AssaFlex’ s obligation is limited to repair, replacement, or refund.
14.3 The warranty does not apply to defects caused by misuse, improper installation, modification, or normal wear and tear.
15, Limitation of Liability
15.1 Nothing excludes liability for death, personal injury, fraud, or liabilities which cannot legally be excluded.
15.2 AssaFlex shall not be liable for indirect or consequential losses.
15.3 AssaFlex’ s total liability shall not exceed the value of the Goods supplied under the Contract.
15.4 Consequential Loss Exclusion
AssaFlex shall not be liable for:
- loss of production
- loss of profit
- loss of revenue
- plant downtime
- contract penalties
- labour costs from production stoppages.
16, Installation
Where installation services are provided, the Customer shall ensure the site is safe and suitable.
17, Returned goods
Returned Goods require prior written approval and may be subject to a restocking fee of up to 25%.
Custom-made Goods cannot be returned.
18 Health and Safety
The Customer shall ensure compliance with all health and safety regulations and inform AssaFlex personnel of site hazards.
- Force Majeure
AssaFlex shall not be liable for failure or delay caused by events beyond its reasonable control including war, sanctions, government restrictions, customs delays, transport disruption, natural disasters, pandemics, labour disputes, or supply chain disruption.
If such an event continues for more than 90 days, either party may terminate the affected order.
Termination shall not affect payment obligations for Goods already manufactured, dispatched, or in transit.
20. Export Compliance
The Customer shall comply with all export control laws and sanctions regulations.
AssaFlex shall not be responsible for delays caused by export licensing or customs restrictions.
21. Sanctions and Trade Restrictions
AssaFlex shall not be required to fulfil any order where doing so would breach international sanctions or export control laws.
Orders affected by sanctions may be suspended or cancelled without liability.
22. Data Protection
Personal data shall be processed in accordance with UK GDPR.
23. Termination
AssaFlex may terminate a Contract immediately if the Customer:
- fails to pay amounts due
24. Intellectual Property
All drawings, designs, and technical documentation remain the intellectual property of AssaFlex.
25. Customer Indemnity
The Customer shall indemnify AssaFlex against claims arising from misuse of Goods or integration into defective systems.
26. Suspension of Performance
AssaFlex may suspend performance if payment is overdue or circumstances arise that expose AssaFlex to legal or financial risk.
27. Dispute Resolution
The parties shall first attempt to resolve disputes through negotiation and mediation before legal proceedings.
28. Product Application Responsibility
The Customer is responsible for ensuring the suitability of Goods for their intended application.
AssaFlex shall not be liable for system performance where Goods are incorporated into customer equipment.
29. Governing Law
These Terms shall be governed by the laws of England and Wales.
Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
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